


A Growing Problem

by M_Wittaker



Category: RWBY
Genre: Blueberries, Breast Expansion, Dildos, Dubious Consent, Exhibitionism, F/F, F/M, Gangbang, Gender transformation, Lactation, Light Bondage, Milking, Mindbreak, Other, Science Experiments, Squirting
Language: English
Status: In-Progress
Published: 2017-03-07
Updated: 2018-07-30
Packaged: 2018-09-30 06:15:00
Rating: Explicit
Warnings: No Archive Warnings Apply
Chapters: 15
Words: 29,679
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/10155920
Author URL: https://archiveofourown.org/users/M_Wittaker/pseuds/M_Wittaker
Summary: After an accident in the classroom, the females of Beacon Academy deal with a problem that could soon grow out of hand..





	1. Chapter 1: Infection and Experimentation

Pyrrha awoke in an unfamiliar bed, her head throbbing. Sitting up, she recognized her surroundings as the infirmary ward of Beacon, one of the private rooms in the back where students could lie down if they were feeling unwell. Looking down at herself though, Pyrrha saw that she was still dressed in her armor, meaning she hadn’t been here for long. Racking her memory, she remembered being in Professor Peach’s class, and then…

  
“Pyrrha!”

Pyrrha looked over to see her partner, Jaune Arc, getting up from the chair he had been sitting in and rushing to her bedside. Behind him, Pyrrha saw her other teammates: Ren, stoically getting up from his chair, Nora, jumping from her chair and bounding over to Pyrrha’s side as well.

“Are you ok Pyrrha?” Jaune asked, looking down at her. She looked up into those blue eyes, so full of innocence and admiration, and felt her chest tighten. _Oh how she longed to tell him her feelings, to hold him in her arms and feel the warmth of his body as he…_ Pyrrha shook these thoughts from her mind. _This wasn’t the time for fantasies, she needed answers._

“I’m fine Jaune, don’t worry” Pyrrha said, pulling off the covers.  “What happened? Why am I in the hospital?” Jaune’s face showed signs of worry as she asked the question. “Y-you mean you don’t remember what happened?” Pyrrha thought hard, trying to remember what had happened.

 

“The explosion.”  


It suddenly came rushing back to her.She had been helping the Professor with a demonstration, but between the Professor’s and her own absentmindedness, they didn’t realize how much of a certain component had been put in. As the mixture began to boil over, Pyrrha remembered pushing the professor out of the way, and then…

 

“And then this huge pink cloud erupted outta the glass!” Nora proclaimed, jutting into the conversation, reaching Pyrrha’s side. “And Jaune was all like “PYRRHA!” And Ruby and I were all like “WAGGH!” and Yang was all like “HUHWHU, I'M NOT ASLEEP”, and then the big cloud went away, and you were down on the floor passed out, and then we brought you here.”  
“Meanwhile, Professor Peach contacted Ozpin, as is the protocol.” Ren continued, walking over to the rest of the team. “It’s only been a few of hours, and Ozpin said you were free to go if you felt fine after you woke up.”

Pyrrha looked around at her teammates, seeing concern across all their faces. She smiled as she rose from the bed. “I feel fine everyone, don’t worry.” Her teammates gave a sigh of relief, before Nora popped the calm. “Now that Pyrrha’s all well:  Let’s go grab dinner!”

* * *

As Ren and Nora lead the way out towards the cafeteria, Jaune and Pyrrha followed them, the team leader of JNPR continuing to question his partner.  
  
“You’re sure that you’re ok Pyrrha?” he asked, looking his partner.

Pyrrha smiled as she looked at her partner, her chest tightening once again. “It’s alright Jaune, I really am f-f-FACHOO” Pyrrha’s sneeze interrupted her, the sudden sneeze hitting Nora in the back of the head. “Sorry Nora” Pyrrha said, wiping her nose slightly. “Don’t worry about it Pyrrha!” Nora said in her usually bubbly self, “Now hurry up, we don’t want to miss dinner!” Nora sped down the hallway, with Ren following after her.

“Really? You’re definitely ok?” Jaune asked, a wave of concern coming over him.  
“It was just a sneeze Jaune, don’t worry. But…” she hesitated, trying to find the words she so long to tell him. “Thank you,” she finally said, once again to afraid to say with her mouth what she felt in her heart “for thinking of me.”

Jaune smiled back at her. “Anytime. Now let’s get to the cafeteria before Nora eats all the food.”

 

The night continued as nights normally did: Team JNPR and RWBY eating dinner together, everyone talking and having a good time. The only addition was some mild questioning of Pyrrha’s infirmary episode, which halted after Pyrrha reassured her classmates she was fine. It was only as Team JNPR went to bed, after some much needed yet griped about homework for Oobleck, that Jaune inquired about Pyrrha’s condition again.

“Seriously Pyrha” Jaune said, wearing his onesie pajamas “If there’s anything I can do…”

“Jaune, I’m grateful for your willingness” Pyrrha said, already snuggled up under the sheets of her bed. As she turned away from the book she was reading to look at her teammate, she began to fantasize about the things Jaune could do for her, _with his strong toned body pressing up against her arched back…_ she snapped back to reality, trying to think up something trivial for Jaune to do.

“Actually…could you…turn the heat down?”

“The heat?”

“Yes” she said, realizing how hot she felt, despite the light covers and pajamas she wore. “It’s just a bit hot in the room, and if you wouldn’t mind…”  
  
“Oh, s-sure” Jaune said, moving over towards the room’s thermostat and pushing a few buttons. The air conditioner hummed to life, blowing cool air into the dorm room.  “How’s that?”

“That will do Jaune, thanks” Pyrrha said, smiling as Jaune walked over to his bed. “Good night Jaune.”

“Good night Pyrrha, sweet dreams.”

* * *

 

Pyrrha awoke in the middle of night, a warm tingly feeling running through her body. Moving the bedsheets aside, the young Huntress began to slide out of bed, only to notice something out of place. Her breasts felt heavier, and staring down at them made Pyrrha realize that they also looked larger. While she was never the biggest girl in terms of chest size, Pyrrha had always appreciated her C cups, as they didn’t get in the way, and were bigger than the likes of Weiss and Ruby. Now though, her breasts felt bigger, so Pyrrha quietly made her way to the room’s bathroom to see what was going on.  Closing the door to the bathroom behind her, Pyrrha flipped on the light and examined herself in the vanity mirror. Sure enough, her breasts did appear larger, the loose fitting t-shirt she wore to bed fitting more snugly around her. Deciding that she needed a closer look, Pyrrha lifted her shirt above her head, letting her bosom be in the open. To her surprise, as her breasts did drop from their cotton confines, they felt far heavier than before. Once the t-shirt was off, Pyrrha turned, gaining a side view from the mirror. Her breasts were nearly a full cup size bigger, and her erect nipples, usually a pale pink, were now much darker in color.   _I’m almost as big as Nora now..._ Pyrrha thought, bringing a hand to feel herself. A jolt of pleasure ran through her body as her hand touched her teat, a small gasp emanating from the Huntress’s mouth. Her boobs had never been this sensitive before. Bringing both hands to her boobs, Pyrrha began to massage her breasts, a small moan escaping her lips as waves of pleasure washed over her. She closed her eyes, letting her fantasies run wild as her fingers began to twist her nipples, a tight pressure building in her chest. She imagined Jaune was there, running his warm hands across her body, his fingers becoming soaked a- _wait what?_  
  
Pyrrha snapped out of her fantasy and looked down. White liquid was slowly trickling out her nipples, running down her fingers. She brought her left hand to her face to inspect the substance, her right hand still clutching her body. There was no denying what the liquid was, but that raised the question….

_Why am I lactating?_

Lost in her thoughts, Pyrrha absentmindedly pinched her other nipple, releasing another stream of breast milk. Her mind flashed as her body shook with ecstasy, the pressure that had been her chest beginning to subside, only to re-emerge in between her legs. Leaning up against the bathroom wall, Pyrrha slipped a hand beneath her pajama pants, while her other hand moved to her other breast. She let out a small moan as her hand began to rub her quivering folds, wet with arousal and anticipation. Her other hand continued in ministration of her erect nipples, alternating between the pair of peaks as a steady stream of milk began to trail down her body. Sinking two fingers deep inside herself, Pyrrha mewled as she was hit with a ripple of pleasure, her eyes rolling back in pure bliss. Pumping the fingers in her womanhood back and forth, Pyrrha felt wave after wave of ecstasy, even as more pleasure emanated from her breasts, and soon the pleasure was overwhelming. Biting down her lower lip, Pyrrha sped up her assault on her pussy, adding a third finger to increase her overall pleasure as the fingers playing with her nipples pulled and played with the sensitive nubs. And then, all at once, the pressure and pleasure that had been building up inside her erupted from her tits and pussy, letting out a gush of breast milk and cum in a mind shattering orgasm unlike anything the young Huntress had ever experienced in her life. Her toned legs finally giving out, Pyrrha slid down the wall, her tongue lolled out of her mouth as her eyes stared at the ceiling, her breath coming in gasps as her nipples twitched, a few small spurts of milk coming out. As she regained her senses, Pyrrha could only look in abject shock at the mess she had made. Here she was, one of the finest young warriors in all of Remnant, slumped down in a bathroom, half naked, pants pulled down to her knees like some secondhand whore. Breast milk covered a good chunk of the bathroom and much of her muscled body, from her well defined abs, all the way down her legs, where it combined with the fluids of her sex. Embarrassed beyond belief, Pyrrha grabbed her towel and began to clean herself and the bathroom up, getting down on all fours to clean her milk from the tiled floor. When the last of the milk had been toweled up, Pyrrha tossed her towel and soaked pants into the bathroom’s hamper, moving the dirty clothes to the bottom while fishing out an older pair of pajama pants to use as a replacement. Putting her shirt and the new pair of pants on, Pyrrha crept to the door and opened it slightly, peering out into the darkness of the dorm room. Her teammates all seemed to be asleep, causing the young Huntress to sigh in relief that her friends hadn’t heard her shamelessly pleasing herself. Walking back across the dorm, Pyrrha got back into bed, her mind tired after the intense ecstasy she had just been privy to making her drift to sleep in no time.

 

* * *

 

Pyrrha awoke early the next morning, and as she opened her eyes, she was met with a sight that nearly made her scream.  The once loose t-shirt was now straining to her hold her… _there was no other way to describe them now_ … **tits** … in check, the pair having grown again during the rest of the night.  As she sat upright in her bed, the extra weight in her chest caused her to nearly crash into her legs, a feat only stopped by her gigantic mounds. As she pressed against her breasts with her legs, Pyrrha‘s eyes widened as she felt something coming out her nipples.

“Oh my god…”

 


	2. Chapter 2: Growth

Jaune awoke as the sun began to shine through the blinds.  Sitting up in his bed, Jaune looked over at the beds of his teammates. All of their beds were empty, so Jaune assumed that they all went down for breakfast. That was of course before he heard a feminine yelp come from the bathroom. Getting out of his bed, Jaune walked over to the locked bathroom door, and gave it a slight tap. Another yelp came from the other side of the bathroom door, and this time Jaune recognized the voice’s owner.

  
“Pyrrha?”  
  
“Jaune?!” Pyrrha responded through the door, her voice laced with surprise.

“Oops, sorry, “Jaune said, flinching slightly away from the locked door “didn’t mean to disturb you.”

“Don’t worry Jaune… you just startled me” Pyrrha said, her voice now sounding embarrassed, “I’ll be out soon. Are Ren and Nora out there?”  
  
“Nope” Jaune replied, looking towards the empty beds of his other teammates “They must have gone to breakfast already. You know how Nora is about pancakes.”  
  
Pyrrha let out a laugh, followed by another squeak. “You ok in there Pyrrha?”

“Hm? Oh, yes.  I’m ok. Everything’s fine.”

 ^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^

**_EVERYTHING IS NOT FINE_**  
  
Pyrrha stared down at her body, or at least would stare down, if her enormous breasts were not in the way. They were easily as big, if not slightly bigger, than Yang’s now, and Pyrrha began to freak out. She couldn’t let her team see her like… _this_ , let alone the entire school. She had taken some of the bandages she kept in the bathroom for medical emergencies _“this is definitely an emergency”_ she thought to herself, and had started to wrap her tits in gauze. But the constricting pressure on her mounds had caused her not only to yelp, but to have milk spurt from her nipples, the creamy liquid running down her boobs. Jaune’s interruption caused further panic for the young Huntsmen, as she realized the amount of time she had was now limited. Cursing internally, Pyrrha bit down on her lip and began to tightly wrap her breasts up. Ignoring the building tightness in her chest, the milk leaking down her body, and her desire to cry out in pleasure, she continued until her chest was bound up tightly, though the front wrappings were soaked by her own milk. A dry towel and another layer of gauze fixed that problem however, now that only left getting dressed. Thankfully, she had brought some loose fitting clothes in with her, so she could dress herself in private.

“Now, let’s see…”

^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^

 

“You almost done in there Pyrrha?” Jaune asked, looking at the door.

“Just abouuut…” Pyrrha replied. Jaune heard the flush of the toilet, followed by the running of the sink.  A few moments later, the door opened, revealing Pyrrha in one of the most…casual outfits Jaune had ever seen her in. She was wearing a loose dark brown hoodie emblazoned with the Beacon Academy logo on it over the top of her body, with a pair of maroon sweatpants rounding out the outfit. Jaune blinked as he looked at this outfit with mild surprise before speaking.

“Sooo…what’s with the outfit?”

“Oh, well I was feeling a bit chilly… so I put on a little bit extra.” Pyrrha said, blushing slightly. “We only have Port and Oobleck’s classes today, so I should be fine.”

“But, weren’t you feeling hot last night?” Jaune asked, looking at his partner.

“Oh…yes” Pyrrha said, cursing her body and her memory “but I now I’m feeling a bit cold, so…”

“Are you sure you’re ok Pyrrha?”

Pyrrha smiled, trying desperately to ignore the tight feeling in her chest. “Jaune, seriously there’s nothing to worry about.”

“Bu-“

“If it will make you feel better” Pyrrha said, moving out of the bathroom while still looking at Jaune. “I’ll speak to Ozpin after classes to double check everything’s fine.” Jaune smiled, seemingly cowed by this response. “Yeah, that sounds good. Now come on, let’s get to the dining hall before Nora eats all the food.”  
  
Pyrrha chuckled at this, grabbing her schoolbooks as she followed her team leader down to the dining hall, her mind desperately trying to rationalize her predicament. _It must have been that explosion_ Pyrrha thought to herself, _it’s the only strange thing that’s happened to me, and this doesn’t seem like your average growth spurt. But is that even possible? I’ve never heard of Dust being able to affect people like this._  As she pondered this, she realized her earlier suggestion might be her salvation. _Ozpin. He’d probably know something about this.  Once classes are over, I’ll talk to him, and I’ll be back to normal in no time. Just need to make it through the day._  
  
^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^  


As the day went on, Pyrrha found it increasingly difficult to concentrate. If the back pain wouldn’t do her in (Gods, how did Goodwitch and Yang manage it?), then she’d certainly burst from the pressure in her chest. She could feel her pulsing bosom strain against the wrappings she breathed shallow breaths throughout the day, determined not to have her bindings break. Thankfully, her teachers had been fine with her casual dress, and her other friends had chalked it up to it being her time of the month.  She had gotten through her early morning class with Port just fine, but by lunchtime, she was starting to feel the pressure. By the time she was in Doctor Oobleck’s class, it was becoming too much to bear. She needed release. Badly.

“Professor” Pyrrha asked, halfway through the class during a break in Oobleck’s tirade. “May I be excused to go to the bathroom?”

The professor paused, turning to look at Pyrrha. “Of course. IF, you can tell me why General Park was successful at the Battle of Rainville!”  
  
“Mobile Artillery.” Pyrrha responded, having studied the battle years ago.

“Precisely, now the area surrounding Rainville…” Pyrrha hurried out of the classroom as Oobleck rattled on, desperate for her chest to be free of its burden.

                Leaving the classroom behind, Pyrrha searched for a place to relieve herself free of prying eyes. Finding an empty bathroom, Pyrrha tripled checked that nobody was in or around her, before rushing into one of the bathroom stalls and starting to pull off her hoodie. The sweatshirt aside, Pyrrha looked down to see that the undershirt she had put on under was soaked in the chest area, a large splotch of the front the shirt.  Hesitant to see just how much her mounds had grown, Pryhha slowly began to lift the shirt over her head. As she did, she felt the milk soaked bandages underneath sticking to the shirt, pulling away from her chest and lessening the pressure and sending a ripple of pleasure through her body, which shook her very core, despite its brevity. Wanting more, Pyrrha quickly pulled off the shirt entirely, throwing it and a good deal of the bandages on the floor with the hoodie before tearing off the remaining bindings. Her breasts bounced as the last of the wrappings fell to the floor, the voluptuous orbs easily on par with Glynda’s pair, and more sensitive than they had ever felt before. Milk leaked from her aching nipples, demanding attention. Letting out a lustful cry, Pyrrha hands grabbed at her chest, rubbing her tits while rolling her nipples between her thumb and index finger. Milk ejected from her nipples, each burst of milk causing a pulse of pleasure to radiate throughout her body before pooling in her privates. Desire driving her actions, Pyrrha stumbled onto the toilet before pulling her pants to her feet. Her panties were becoming soaked in her arousal, but they quickly followed the rest of her clothes as the now naked Pyrrha began to rub her clitoris.  Her moans echoed across the bathroom as she leaned back against the wall, her breasts continuing to release milk while her other hand joined its twin at her folds. Pressing two fingers inside her, Pyrrha let out another throaty sigh of desire, her other hand spreading her quivering folds for better access. As much as the need for release had driven her crazy, the release itself was making her more so; the young Huntress’s head flew backward in lust, her mind breaking as she shoved two more fingers into her yearning body. Her body shook with pleasure, but even in her lust-addled state of mind she could tell the pleasure was far from over. She began to push her fingers in and out of her womanhood, slowly at first, but the thrusts becoming more and more rapid at short order. Milk continued to leak from her chest down her body, beginning to pool on the tiled bathroom floor beneath her. Pyrrha began to buck her hips in rhythm with the hand driving her fingers into depths, sending waves of ecstasy throughout her body, sending more milk bursting from her nipples and causing the young Huntress’s eye to roll backwards. She continued to fuck herself, her body continuing to slide off the toilet as hips kept gyrating. As the minutes passed, though it seemed like ages in her mind, Pyrrha began to feel her muscles tense, her orgasm imminent. With one final thrust, Pyrrha’s climax finally came, spraying her milk and love juices across the bathroom stalled as she cried out in delight. As she convulsed in orgasmic pleasure, her body fell off the toilet, landing in the pool of her own fluids. Lying there in her juices, Pyrrha panted into her removed hoodie; her body still twitching, her nipples still leaking, and her mind blank except for the feeling of sexual satisfaction.

**Notes for the Chapter:**

> Thank you all for reading so far. Next chapter should be out within 2-3 weeks, which should wrap up Pyrrha for a while. After that, we'll start seeing how other characters deal with huge lactating boobs.


	3. Chapter 3: Exhibition

“Thank you for seeing me on such short notice Professor.”

Pyrrha was sitting in front of Ozpin’s desk in his office far atop Beacon Academy. Having woken up after her orgasm, Pyrrha quickly redressed and rebound herself before hightailing it to the headmaster’s office.

“It’s no trouble Miss Nikos. Now, what seems to be the issue?”

“Well, the other day, something happened to me…”

“Does this have to do with the explosion in Professor Peach’s class yesterday?” Ozpin inquired.

“Y-yes” Pyrrha answered. “At first I didn’t think anything was wrong, but today… well…my body…” Pyrrha stammered, trying to find not only the words, but the courage to say them. She had always considered herself a brave person, but the idea of telling the professor her breasts had swelled tremendously, not to mention were leaking milk, was suddenly giving Pyrrha a whole lot of anxiety.

“Professor…”  
  
Pyrrha and Ozpin turned to look at Professor Goodwitch, who had remained silent up until this point.   
  
“I feel that Miss Nikos may feel more comfortable talking if you were…out of the room.”

Ozpin looked at Goowitch before turning to Pyrrha. Pyrrha, for her part, nodded in the affirmative.

“Well then, I’ll leave this in your hands Ms. Goodwitch.” Ozpin rose from his chair and began to walk to the door. “Let me know when you two are done.”

As the door closed behind the headmaster, Pyrrha turned to Glynda as the older woman walked behind Ozpin’s desk. “Thank you Prof-f-FACHOO”! Pyrrha sneezed mid-sentence, Goodwitch getting a face full of spray.  
  
“It’s quite alright” Glynda replied, taking a pair of tissues from the desk before handing one to Pyrrha before using the other wipe her face clean. “Now, why don’t you tell me what’s wrong.”

“Ummm, I think it might be easier to show you what’s wrong.” Pyrrha said, blushing slightly. Gripping the sides of her shirt, Pyrrha lifted the fabric up and over her head, revealing a chest bound by wet gauze, a pair of engorged breasts underneath. Glynda gaped as Pyrrha continued to undo her bandages, further showing the massive pair of mammaries to the older woman. Eventually, the remaining bindings snapped under the weight of her bust, allowing them to be fully displayed. Glynda stared down at the pair of breasts, each the size of a small melon, easily surpassing her own.

“It gets worse…” Pyrrha said, bringing a hand to her right nipple. Giving the nub a squeeze, Pyrrha mewled in pleasure as a trickle of milk ran down her teat. It had been less than an hour since she had masturbated in the public bathroom, but Pyrrha’s tits were back to full, and the young huntress soon found herself reeling in shameless delight. Putting her other hand to work, Pyrrha began pressing and pulling on her nipples, letting milk flow freely from her chest.

Glynda could only stare as Pyrrha continued to fondle her breasts, with no regards to the other person in the room. Here was one of the finest students she had ever seen, shamelessly masturbating in front of her, with milk emanating from tits bigger than Glynda’s own. Glynda gasped as the young Huntress’s hands fell upon her pants, sliding the clothing down to reveal her dripping wet maidenhood. Pyrrha let out a cry of pleasure as she slid three of her fingers into her snatch, while her other hand began to rub her clit back and forth.

Pyrrha meanwhile was entangled in her ecstasy, not a care in the world except for her wanton lust. Milk poured from her nipples as she continued to drive her fingers deeper and deeper into her wanting sex.  Even as she came onto her fingers, Pyrrha’s assault continued, leaning back on the chair she sat on. She threw her head back as she arched her back and let out a sensual moan, her eyes rolling back into her head. More and more milk squirted from her nipples, and although neither woman could tell, the young huntress’s breasts continued to grow, pressing outward to the point where they were nearly the size of watermelons.  Breastmilk covered much of her body, from her well defined abs down to her toes, the creamy white milk mixing with her love juices as they ran down her toned thighs.  The two fluids pooled in the seat of the chair, covering both her smooth ass and her nimbles fingers, still pumping in and out of her cumming pussy.

Pyrrha continued to thrust her fingers into her dripping cunt like a jackhammer, feeling her limit rapidly approaching.

“Yes. Yes! YES!!” Pyrrha panted, as she leaned further back, her chiseled legs keeping the front legs of the chair off the ground.  She moved her free hand to grope her swollen breast, pulling on the dark nipple, letting out a blast of milk that covered the desk in front of her with creamy opaque milk as she reached her climax.

“GYAHHHHHH!”  
  
Pyrrha cried out as she rode the waves upon waves of pleasure. Her spams were so intense that she fell out of her chair, landing on her back as she continued to orgasm and cry out loudly. She felt bliss unimaginable flow through her body. The ecstasy billowed about her entire body before leaving through her tits and pussy in bursts of liquid, covering her body, the carpet, and the front of the desk in her nectars.

                Panting on the floor, Pyrrha slowly regained her senses after what seemed like a lifetime of orgasms.  Slowly, she realized just how far she had gone, the shame and horror of it all weighing down on her. Worse still, her breasts had grown larger still, the voluptuous pair of milk covered mammeries blocking her view of her lower half.  Even as all these revelations swirled around her, a small gasp brought something clear into focus: she wasn’t alone.

                Turning her head, she saw Glynda Goodwitch staring at her, a mixed look of shame, concern, horror, and disgust adorning her flushed face. Feebly, Pyrrha reached out a hand to the professor, the arm sticky with her own liquids in had been laying it.

“Help…me…”

 

* * *

 

Elsewhere in the Academy, a young girl made her way into one of the bathrooms. Choosing one of the open stalls, the young student walked in, her mind wandering of to what she planned to do after dinner. She was abruptly brought back to reality however, as she slipped on a puddle and fell on her small behind.  
  
“Owie…” she said, rubbing her butt beneath her red cloak as she stood up. Looking down to see what exactly she had slipped in, the young Huntress saw a puddle of white liquid covering much of the bathroom stall floor.  Bending down, she dipped a finger into the pool before bringing the white liquid to her face. Looking at it with her silver eyes, the young Huntress gave the unknown substance a quick sniff before licking the liquid off her finger.  The creamy liquid tasted phenomenal in her mouth, sweet yet slightly tart at the same time. There was no question as to what it was, and if it hadn’t been on a bathroom she might have gone for more, but the oddity of it all made young Ruby rose wonder.

_Who split milk all over the bathroom?_

**Notes for the Chapter:**

> And that will wrap up Pyrrha, at least for the time being. Now I'll be moving on to some of the other females. If you have any preferences to who you'd like to see sooner than later, let me know in the comments.


	4. Chapter 4: Spread

“Would you mind explaining what the hell-“

“Glynda, please.”

Professor Ozpin, Glynda, and Peach were all standing in Ozpin’s office, discussing the predicament that had befallen Pyrrha. Ozpin and Glynda had called Professor Peach immediately, and shortly thereafter Pyrrha was whisked away below Beacon Academy. Peach had been studying and examining the young student for nearly two hours, and was preparing to give her findings to Ozpin.

“Now then” Ozpin said, looking intently at Peach “What can you tell me about what’s happened to Miss Nikos?”  


“Well, Pyrrha has undoubtedly had an adverse reaction to a Dust concoction.”  
  
“That’s certainly an understatement” Glynda said coldly.  


“She seems to be in a stable condition, particularly with the…arrangements you made Professor.” Peach eyed Ozpin warily. “I’ll be able to keep an eye on her as I work on a counteracting agent. This may take some time, as the initial Dust compound still needs to be figured out. But that’s not my biggest concern currently.”

“Not your biggest concern?!” Glynda said, flabbergasted at her colleague “What on Remnant could possibly be more concerning than the welfare of our students!?”

“Our students could be at risk if this concoction becomes virulent and spreads.”

The other teachers stared at Peach, a look of shock overtaking Glynda’s face.

“Sp-spreads? How could-“

“It is unlikely,” Ozpin interjected, rising from his desk and looked out the large window of his office. “but Dust compounds having a virus like affect are not unheard of.” He turned back to Glynda and Peach. “Peach, I want you to put your complete focus into this. The other teachers and I will help cover for you academically. Glynda and I have already talked to Pyrrha’s teammates, and will further update them as the situation develops. But if this has a chance of spreading, we must be vigilant and watch for anything out of the ordinary.”

 

* * *

 

“It happened at high noon…”

“It was midnight”

“There were thousands of Beowolves…”

“It was two Ursa”

Team RWBY and the rest of Team JNPR were eating dinner in the cafeteria. Nora was busy telling Team RWBY about the dream she had the previous night, while Ren intermittently jutting in to rectify the story. Yang was chowing down food while Blake had her nose in a book as usual. Wiess meanwhile was busy filing her nails, having finished her meal, while Jaune and Ruby were lost in thought.

“Then we sold all the pelts, and made a fortune!” Nora said, standing up triumphantly. Her smile faded as she saw her audience was not giving her the slightest bit of attention.

“Oh come on, that was a good story.” She said, pouting slightly.

“It was Nora, but I think everyone’s minds are elsewhere.” Ren said, looking at Jaune. It had been a few hours since Professor Ozpin had called them to his office to tell them that Pyrrha had had a bad reaction to some dust, and needed to be quarantined for a few days. Jaune in particular seemed distressed, as he did mention Pyrrha had been acting odd all day.

“Don’t worry guys, in a few days, Pyrrha’ll be back, and everything will fi-ACHOO!” Nora sneezed mid-sentence, turning from the group as she sneezed, inadvertently right onto Coco and Velvet.

“Hey!”

“Oops...sorry guys” Nora said, wiping her nose before turning away from the upperclassmen.

“I…guess you right” Jaune said, looking up “I just wish she had told us”

“Pyrrha didn’t want to make us worry” Ren said, sipping his after dinner tea “She’s not the kind of person who’d want others to worry about her.”

“Yeah” said Yang, who had finished her food. “I didn’t even she think was sick today, did you Rubes?”

“Hm?”

Ruby seemed to break out of a trance, looking up at her sister with a puzzled look.

“We were talking about how Pyrrha wouldn’t want us to worry about her. Weren’t you paying attention?”

“Oh… sorry. I must’ve been thinking about something….”

The group looked questioningly at Ruby for a moment before changing the conversation elsewhere. Shortly after that, the students went their separate ways: some returning to their dorm room, others going to train, and other going to the library to study.

 

* * *

 

                “Ahhhh, alone at last.” Nora said, sprawling out on her bed looking up at the ceiling. Jaune and Ren were working on a project together in the library, leaving Nora with nobody to talk to, and little to do.  She already had eaten; even her chest felt heavy with so much she had eaten.

“Ooh! I know!”

Grabbing a robe and her towel, Nora opened the door to the dorm room’s bathroom.  Placing her towel and robe on the counter, Nora bounded over to the room’s bathtub, and turned the faucet on. As hot water poured into the tub, Nora began to take off her clothes.

“Nothing like a hot bath after a long day” Nora mused, pulling down her skirt and panties to her feet, before kicking them backwards towards the door. Her top was next, her breasts bouncing slightly as they came out of their confines.  Tossing her top aside to join her other clothes, Nora took a moment to admire herself in the bathroom vanity mirror while the tub continued to fill. She grinned as she saw her muscled body, the fruits of years of training. As for her perky pair of breasts, well… she grinned, as she appreciated the mounds. She had one the finest busts at Beacon, and while she was a little jealous of Yang (not that she’d ever say it), she enjoyed her ample pair nevertheless.

“Ladies” she said, cupping her breasts with her hands.  She was surprised at how sore and sensitive her breasts felt in her hands. She hadn’t really done anything strenuous all day, as the rest of her body felt fine. _Must have worn too small a bra,_ Nora mused, turning the tub’s faucet off. After a few moments of adjusting herself to the temperature, Nora had sunken into the tub, submerging her body in the hot water. The warm water felt great all over her body, relaxing whatever tension had been squirreled away, but this paled in comparison as to how it made her chest feel.  Nora mewled in delight as she brought her hands to her breasts, circling her dark erect nipples with her thumbs as the pleasure wafted through her body. Inching her torso upwards, Nora leaned back on the tiled wall of the bathroom and continued to fondle herself, the pressure growing until she felt like she would burst. Then, much to her surprise, she did.  A stream of white liquid trickled from her nipples as the young Huntress cried out, mostly in pleasure but partially in shock.

 

“What the heck?” Nora exclaimed, looking down at her body. Sure enough, a white substance had come out of her breasts, getting onto her hands and in the water of the bath. “Milk?!” Bringing one of her milk covered hands to her face, Nora licked the milk off one of her fingers.  The taste hit her like a sack of bricks: a sweet liquid had a slightly strawberry taste. Nora grinned as she licked her hands clean, eagerly lapping the milk from them.

 

“Oh yeahhh….”Nora moaned, finishing her drink. “That was greattt”. As the milk churned in her stomach, Nora could feel her boobs growing. Gazing down, Nora grinned as her voluptuous orbs were easily the size of Glynda’s, and more importantly, filled with delicious milk.

_I wonder..._ Nora grabbed one of her breasts and angled her nipple towards her mouth. Using her other hand, the young Valkyrie squeezed and pulled on the dark pink nub. _Come onnn…._ she said, feeling the pressure building inside her. Soon enough, a shot of milk burst from her nipple, sending the warm white cream flying into her face and mouth. Nora licked the parts of her face she could reach with her tongue, guzzling down as much milk as she could. As she wiped the rest of the milk on her face into her mouth, Nora suddenly gasped as a shock ran through her, resulting in a mind-breaking orgasm. Her body spasmed in ecstasy, splashing water out of the tub as Nora howled in delight.  As the orgasm ended, the young Huntress came out of her reverie, licking up the milk that had drooled from her mouth. Looking down, Nora was met with a fascinating sight: her boobs were continuing to grow, now as large as Pyrrha’s were (though she had no way of knowing that). But none of that mattered to the young Valkyrie. The only thing that mattered was the sweet nectar inside of her massive tits.

 

“Moreeeee….” Nora moaned, gabbing a breast with each hand, her dark nipples leaking a small amount of milk from the pressure. “Milllllllllk……” She shoved her engorged nipples into her mouth, before biting down and sucking on her own tits. Milk gushed into her mouth, pouring down her throat in as Nora experience pleasure beyond her wildest dreams. It was all she could do to keep her mouth closed around her swollen nipples as her hands made their way down to her quivering snatch. Cum flowed from her vagina as she pumped her hands in and out of her pussy, the juices mixing with the water of the bathtub. Her hips continued to gyrate against her ministrations, forcing more and more of the bath water out of the tub as her breasts continued to swell up. She could feel something building in the depths of her body, and Nora raced to find that release. Faster and faster she moved, thrusting in her hands like a jackhammer into her cunt as her hips continued to buck. She bit down hard on her nipples, letting out another torrent of cream into her stomach as her vision went white.

 

Nora felt the orgasm hit her like a truck. “YESSSSSSSSS!” she cried out, as her nipples finally went free of her mouth, spraying milk across the room “MILLLLK SOOOOO TASSSSTYYYYYY” she yelled, sliding down the tub as she rode the wave of the orgasm. It was all too much. The milk, the orgasms. Her mind was shattered but she didn’t care. She didn’t care that her breasts were now as large as her pillows. She didn’t care that the bathroom’s floors and walls were soaked in a mixture her own cum, milk and bathwater. She didn’t even care when Jaune and Ren came bursting into the room, looks of panic and shock over their face. Her mind was in tatters, filled with only a desire for pleasure, and a need for the delicious milk that still oozed from her bloated nipples.

**Notes for the Chapter:**

> Hey all. This one took a little bit longer to do, though it is one of the longer chapters. good news is I've already started work on the next chapter, and will hopefully have it done by the end of the moth/early next month. Until then, Bookmark and comment on your thoughts.


	5. Chapter 5: Further Experimentation

Ruby couldn’t concentrate.  She kept pacing back and forth across her dorm room, thankful that her sister and other teammates were not in the room. Despite feeling fine for most of the day, Ruby started feeling weird later on. Her head felt funny, her chest felt tight, her stomach was grumbling, and all the while, her entire body radiated heat, especially between her legs. Sitting down in her chair by the desk, Ruby decided that it was time to do something. Slowly, Ruby started to disrobe, keeping an eye on the door in case one of her teammates came in.  As she took off her bra, the young Huntress was surprised to feel the pressure in her chest lighten slightly. Looking down, Ruby was surprised to see that her breasts were bigger, having grown nearly a full cup size since this morning.

“What the heck…” Ruby said, gazing at her enlarged tits. They weren’t as big as her sister’s, but they were still more ample than any of her bras could handle. Cupping them with her hands, Ruby gasped as the nerves in her chest shot pleasure through her entire body. Coming down from the initial shock, Ruby continued to move her hands across her swollen chest. She had never really experimented with her own body, partially because she was still growing (though this was certainly one heck of a growth spurt), but also because she was insecure about her own body. Her sister had always been more outgoing and well-endowed, Ruby remembering countless times she’d seen boys, even older men, ogle as Yang walked down the street. Compared to that, it gave the already socially inept Ruby even more reason not to be curious about that kind of thing. But now the young huntress was enraptured in the ecstasy that her body provided, her legs shaking as a growing dampness pooled in her panties. Breathing heavily, Ruby sent one hand to probe her nether regions as the other hand continued to grope her breasts. Slipping a hand into her panties, Ruby slowly brought the hand to her dripping slit, gasping in pleasure as she brushed her virgin folds.  The pleasure racked through her body, causing her head to reel back in pleasure. More and more she continued to rub her sensitive lips, before finally deciding to take the next step. Removing her other hand from her breasts, Ruby slid her panties and leggings down, revealing her smooth pale legs, and her drenched pussy.  Spreading her legs, Ruby began to press her fingers inside of her. She moaned as two of her fingers slid easily into her wet, tight, flesh.

“Oh god…” Ruby cried out, as she pushed her fingers deeper inside her.  It was pleasure unlike anything she had ever experienced, her mind breaking with a desire for more.  The young reaper pulled her fingers back out of her twitching maidenhood, only to press them back in, deeper. She repeated the process, this time adding a third finger in her actions, filling her before she began to pump them in and out of body.  Ruby mewled in pleasure, continuing to gratify herself sexually as she felt the pleasure in her body growing. Faster and faster she continued, determined to feel release.  With one final push, Ruby thrust her fingers deep inside, letting out a deep cry just as her dam broke, and as the dorm’s door opened.

* * *

 

After a long day of classes, and an after dinner workout, Yang Xiao Long was looking forward to a relaxing rest of the night. What she was not expecting to see was her little sister climaxing. Yang stared dumbfounded as her sister’s head reeled back, her legs twitching as her hand was shoved deep into her quivering slit. But what was most shocking were her breasts. Her little sister’s breasts had grown considerably, and were spurting out milk, the creamy liquid coating her sister’s pale skin. Ruby, for her part, felt nothing but ecstasy as she rode out her orgasm. As she began to come off the high her body, the heavily panting Ruby’s silver eyes began to roll back to their rightful place, focusing on the other person in the room

“Y-Yang!” Ruby said, trying to simultaneously stand up and cover herself up. Her legs, still shaking from orgasm, gave way, causing the young Huntress to fall into the pool of her own fluids on the floor. Yang rushed to her sister, kneeling down to be next to her.

“Ruby! What the hell happened?!” Yang gaped at her sister, who was still breathing hard on the floor. Ruby turned her head to look at her older sister, her eyesight coming in and out of focus as she raised a hand towards Yang. Yang sprinted over and took hold of Ruby’s hand, and was surprised at how hot her sister’s hand felt. Even more shocking was the fact that Ruby was guiding her sister’s hand to her breast. “Yang…” she said, panting slightly “I’m so hot… down there...help me.” Yang looked down at Ruby, watching the young red-head stroke her quivering slit. The sight itself was getting her stirred, and with the heat radiating from her little sister’s body, coupled with the aroma of arousal wafting through the dorm room, Yang didn’t stand a chance.

‘Don’t worry Ruby” she said, embracing her sister in a hug “I’ll help you”. Yang’s left hand went to her sister’s nether regions, while the other made for Ruby’s enlarged boobs.  Delving into her sister’s snatch, Yang’s finger began to brush Ruby’s insides, while her thumb expertly played with Ruby’s clit.  Ruby gasped at her sister’s more adept fingering, Yang clearly enjoying making her sister feel good as she rolled one of Ruby’s dark nipples between the fingers of her other hand. Milk oozed from Ruby’s puffy areola, flowing down her breast and getting onto her sister’s clothes. Yang pressed forward into Ruby, forcing the younger girl to lay on her back as she shifted down to Ruby’s legs, parting them to get a better view. Looking down at Yang (a considerable feat, with her enlarged boobs) Ruby squirmed as she watched her sister’s devilish grin.

For her part, Yang plunged three of her fingers into Ruby’s slit, eliciting a cry of shock and pleasure from her sister’s mouth, and a spurt of milk from Ruby’s breasts.  A perverted thought crossed Yang’s mind, and with a lusty smile, she proceeded to wrap her lips around one of Ruby’s nipples.  
  
“Yahhhhngggg” Ruby cried, as she felt milk pour from her teat into her sister’s willing mouth. Yang for her part, continued to suck her sister’s tit, the creamy white fluid unlike anything the brawler had ever tasted before. Yang’s other hands kept pumping her fingers into Ruby’s snatch and playing with the younger girl’s other nipple, milk erupting from the dark pink nub.  Ruby’s mind reeled as Yang’s groping continued, the young Huntress panting with her eyes shut in ecstasy as she felt the pressure in her lower core building. Just when she was on the cusp of orgasm, Ruby felt Yang pull away.  The young girl watched as her older sister stood up.

“Hang on Ruby,” Yang said, as she pulled down her shorts, revealing her own wet pussy “you’re not the only one who gets to feel good.”  Yang walked forward and lowered her folds onto her surprised sister’s face.  As Yang finished sitting on her sister’s face, she herself moved forward and down, in order to start eating out Ruby. She felt Ruby gasp into her folds as the brawler’s tongue wormed its way inside the younger girl’s vagina. Yang moved her tongue back and forth her sister’s insides, lapping up her sister’s juices as she did. Soon enough Ruby began to reciprocate, sending her tongue into Yang’s wet cunt. She may not have had Yang’s expertise, but Ruby’s eager lapping was enough to send Yang crazy. A thought crept into Ruby’s mind, and with a coy grin, she pressed herself deeper into her sister’s crotch before activating her Semblance. Yang moaned in extreme pleasure as her sister’s tongue began to rapidly move all around her vagina, hitting all of her most sensitive spots within a fraction of a second. This blew all of Yang’s vibrators and dildos out of the park, and she felt her climax fast approaching.

“Ruby…I’m…about to…come” Yang panted as she briefly pulled her face away from her sister’s crotch. She felt Ruby nod, realizing that the younger girl was close as well. Despite the immense pleasure that she felt, Yang continued to eat out her sister, forcing her tongue in and out of Ruby’s cunt as her vision went white in ecstasy.  The two girls cried in bliss as their orgasm hit them like a truck, their moans muffled by the other’s body. White creamy liquid gushed from Ruby’s breasts, coating Yang’s body in her milk. Yang rolled off of the younger girl and lay panting on the floor, staring up at the ceiling. Moments later, Ruby regained some semblance of consciousness and nuzzled close to her sister.

* * *

 

“What the heck happened to you, Ruby?”

“I don’t know!”

After a hasty cleanup and a reapplication of clothes, Yang and Ruby were standing in their dorm room. Ruby was wearing some of Yang’s spare clothes, her own tops having become too small for her now bloated boobs.

“I can’t go around like this Yang!”

“Why not? I do all the time.” Yang replied, a slight grin on her face.

“Yeah, but you’re you” Ruby said, slightly concerned. “Besides… they feel like they’re getting bigger.”

Yang looked at her sister, seeing the fear and uncertainty on her face. She had a feeling that Ruby’s fears weren’t entirely unfounded, people just didn’t grow massive boobs and start lactating overnight.

“Don’t worry Ruby,” Yang said, “we’ll go speak to the nurse. If there’s something wrong with you, I’m sure they’ll figure it out.” Ruby stared at Yang before rushing over to give her big sister a hug.  
  
“Yang…” she said, her own head nestled in Yang’s chest while her own teats brushed into Yang’s midriff. “I’m so glad I have you to look out for me.” Yang paused for a moment, a warm tingling feeling growing in her chest as she wrapped her arms around Ruby. “Anytime sis, anytime.”

**Notes for the Chapter:**

> Remember when I said I have this done by the end of last month? Well turns out, work disagreed with me D:. That means I've had a lot less time for writing sadly. Hopefully the schedule should clear up by the end of July, so expect another chapter sometime around then or late August.
> 
> But yes, now miss Rose has been infected! Who's next you ask? Find out in the next chapter! and don't forget to comment/bookmark.


	6. Chapter 6: The Farm

                Yang paced feverishly around Professor Ozpin’s office. It had been nearly half an hour since the headmaster, along with a couple of other teachers, had come rushing into the infirmary, intent on seeing what had happened to Ruby. Ozpin had sent Yang to his office while Professors Goodwitch and Peach took a closer look at Ruby. Clenching and unclenching her hands, Yang’s mind raced as she imagined what could be happening to her sister. She was interrupted from her pondering as the elevator doors opened, and Professor Ozpin walked into his office.  
  
“Well” said Yang, hurrying over to the headmaster, “Is Ruby going to be alright?”

“Miss Xiao Long, have a seat” Ozpin said, as he passed the young huntress and made his way to his desk.  
  
“Like hell I will! What happened to my sister!?” Yang yelled, her eyes turning red as she fumed at the headmaster.  Ozpin sighed before continuing, sitting his chair as he stared at the student before him intently. “I fear that your sister has contracted some form of Dust-induced infection. I have teachers looking into a cure, but for now, I’m afraid your sister will need to be kept under strict quarantine until such a time as a cure is made.”

Yang stood staring at Ozpin, mouth agape and head spinning as she tried to wrap her head around what Ozpin had told her. “In-infection? Is that why her bo-“  
  
“Yes,” Ozpin said, nodding at Yang’s question. “But she’s not the only one. Miss Nikos and Miss Valkyrie have also been infected, and we believe the explosion in your Dust class yesterday may have been what caused it.”

Yang’s breathing became shallow as her heart raced with fear. “Y-you don’t think I’m-“

“Infected? “ Ozpin said, finishing Yang’s sentence again “That remains to be seen. Forgive me for asking, but you haven’t noticed anything strange happening to your own body, have you?”

Yang shook her head. Up until all this had started, she had been feeling fine, but now, her mind was clouded with fear and worry for her sister. “H-how long do you think it will take to find a cure?”

“I’m not sure” Ozpin said, his face becoming sullen “But I’m positive that are teachers will be able to synthesize a cure within a few weeks.”

“A FEW WEEKS?!” Yang said outraged as her eyes turned red once more “MY SISTER’S GOING TO BE STUCK LIKE THAT FOR WEEKS?!”

“I understand your anger Miss Xiao Long.” Ozpin said, remaining calm despite Yang’s outburst “But rest assured that your sister and the others are perfectly safe, and are being taken care of.”

This seemed to lessen Yang’s rage, but her eyes still gleamed red as she continued to glare at Ozpin “I want to see her.”

“Absolutely not.” Ozpin replied “Do you realize what would happen if I let you into a quarantined area?”

“Do _you_ realize how much my dad’s gonna kill me when he hears what happens?! **I.Want.To.See.Her.** ”

Ozpin sighed, realizing that it would be easier to placate the young huntress rather than further debate the issue. “Very well,” he said, rising once more from his chair “let’s visit your sister.”

 

* * *

 

                The uneasy feeling continued to plague Yang as she descended in the elevator with Professor Ozpin.  She was surprised at how far down the elevator went, having always thought that the lobby was the lowest the elevator went. But deeper and deeper they went, until the elevator came to a halt, and doors finally opened. Ozpin lead Yang out to a large hallway, lined with several doors on either side. The old musky air hung all around them, Yang taking it in as she found herself taking shallow breaths, her chest thumping as she followed the headmaster. They stopped in front of one of doors before Ozpin turned to the young Huntress. “I must warn you, Miss Xiao Ling, the infection has had some…unsettling changes on its hosts.” Yang folded her arms in response “I saw what happened to my sister, professor. I’m not worried.” Ozpin merely took a key from his pocket and unlocked the door, allowing Yang to see a sight that made her jaw drop.

Ruby, Nora, and Pyrrha were all strapped down onto the floor in a kneeling position, arms fastened behind them, stark naked and crying out in pleasure.  Long tubes ending in clear cuplike cylinders were attached to their breasts, and Yang could see the milk spurting from the girls’ nipples as it was sucked into the tubes to some place below them. But perhaps most shocking of all was how large everyone’s boobs had become. Despite seeing her little sister less than an hour ago, Yang was shocked to see Ruby now had larger boobs than she did, the voluptuous pair jiggling as milk was pumped from them. Besides her was Pyrrha, whose breasts were even larger than Ruby, her long red hair disheveled and her legs soaked. Her body convulsed in its holdings as she let out a particularly long moan, more fluid leaking from the quivering folds between her legs. But the biggest pair of boobs belonged to Nora, whose own pairs was as big as the other two girls combined. She panted in wild eyed pleasure, staring hungrily at the milk being extracted from her swollen dark nipples. Yang could only stare transfixed at the sight of it all, until with a sudden snap, the top button of her jacket burst from her shirt.

Yang slowly looked down at her own bust, afraid of what she might see. Sure enough, her shirt was straining to keep her bust in place, as her flesh flowed from the top of her tube top.  Ozpin turned to look at her, still remaining passive as another of Yang’s buttons fired off from her rapidly expanding chest.

“I thought you said you weren’t experiencing anything unusual Miss Xiao Long?”

“I-I wasn’t” Yang replied, taking a step back as she heard her bra snap against the strain of her growing bosom “Th-this only started n-now, I swear”. She could feel her boobs continue to press into her shirt, the buttons continuing to pop until none were left, she saw her tube top begin to tear, unable to hold her breasts any longer, and although she would never admit it, she was becoming increasing aroused.

“Oh god” Yang yelped, as her top finally gave out, revealing her now gigantic breasts.  She instinctively tried to cover herself with her arms, but her arms brushed against her dark nipples, causing milk to spurt out from them. Yang bent over in pleasure, her knees trembling, both in shock and arousal.   _Oh god… are my nipples really that sensitive? She thought to herself._

 

“I was afraid of this…” Ozpin said, raising his cane as he did so. Yang felt something clamp around her legs, and with a sudden jerk, she was pulled to the floor, her breasts emitting a small amount of milk as they jiggled against the cold steel. Struggling to get up, Yang saw another pair of what seemed to be manacles affix themselves to her arms. She tried to pull them off, but with another wave of Ozpin’s cane, the manacles pulled Yang back, until she was bound entirely, her arms stuck to the wall while her calves were held to the floor.  
  
“Why are you doing this?!” Yang demanded of Ozpin, as he lowered his cane and began walking towards another machine. “I’m afraid I must put you in quarantine with your sister, Miss Xiao Long.” Despite all that had happened, Ozpin remained remarkably calm as he spoke, passing Yang without so much as a second glance. “Rest assured, we will find a cure for this, but the less students afflicted by this infection, the better it will be.” As he reached the machine, Ozpin input a few commands on the console. Another set of milking tubes came up from under the floor, snaking their way towards Yang in her vulnerable state. The young huntress tried desperately to free herself from her bondage, but to no avail. The tubes attached themselves to her pulsating breasts, and after a few seconds of adjusting and vacuum sealing, began to pull on Yang boobs.

“You won’t get awa-” Yang started, but her half-finished threat was overtaken by a sensual moan as the machine began milking her. White liquid poured from her nipples, causing the young Huntress inescapable pleasure. All thoughts of vengeance towards Ozpin, of escape, of helping Ruby, faded as pure unadulterated bliss rocked her to her very core. While the manacles made moving her arms and legs hard, Yang found she could still move her main body. She began to move her hips in time with the rhythmic sucking of the milking machine, her still clothed butt rubbing alongside the cold steel walls. She cried out in ecstasy as her dark nipples continued to erupt with milk, her vision going white as she felt an orgasm coming on.

“AGHHHHHHHHH” Yang’s eyes rolled into the back of her head as the most intense orgasm of her life came to fruition. Her vagina let out torrents of cum, completely soaking through her panties and leaving her shorts with a wet stain on the crotch. Her long golden hair was now a wild mess, strands hanging in front of her face as she panted loudly, tongue mindlessly lolling out. And throughout it all, her tits continued to be milked, the white liquid flowing from her dark nipples into the tubes below.

 

                Ozpin for his part, had left Yang to her bondage and rapture. Riding the elevator back up to his office, he realized he would most likely need to make accommodations for more victims. Who knew how many other victims this mutagen may have afflicted? Returning to his desk, he called Glynda Goodwitch, who was dutifully still working despite the hour. Receiving the headmaster’s call, Glynda brought Ozpin’s face onto the screen in her office.

“Professor, is something wrong?”

Ozpin sighed, removing his glasses and cleaning them with a small cloth “I’m afraid Miss Xiao Long has also shown signs of infection” Glynda’s face fell as the news smacked her in the face “Call the remaining members of teams RWBY and JNPR” Ozpin continued, returning his glasses to his face “You and Professor Peach are to do an immediate check-up on them. Alert me if any of them shows signs of contagion, or if any other students come to you. We cannot allow this mutagen to get out of hand.”

**Notes for the Chapter:**

> As I expected, work continued to beat me upside the head, leaving me less time to work on things, including this. Nevertheless, I was determined to get this chapter out, and will continue to work hard to get a somewhat routine schedule.
> 
> Thank you to all who have commented and bookmarked so far. I do plan to have most, if not all, of the the RWBYverse ladies in this fic, it's just a matter of time. Hopefully the next chapter will be out sometime in Septmeber, featuring a pair of wonderful ladies. Stay tuned to find out who, and for more milk filled goodness.


	7. Chapter 7:Double Trouble

**C** oco absentmindedly scratched at her boob as Velvet and Blake continued to talk. It had been a long day, and although Coco had promised her partner she’d go to Velvet’s Faunus-Human relations meeting, she wanted little more than to get back to her dorm room and slip into something more comfortable.

“Have you heard anything about Ruby and Yang?” Velvet asked Blake, a concerned look on her face. The black haired girl shook her head. “No, nothing since yesterday. Thankfully, Professor Peach said that Wiess and I don’t have any symptoms of whatever they got.”

“Well that’s good to hear” Velvet replied, smiling a bit. “Yeah,” Blake said, smiling a bit as well “Now Weiss and I just need to set our room back to normal after they sanitized the entire thing.”

“Heh, I can only ima-CHOO” Velvet was interrupted by a sudden sneeze, wiping her nose afterwards “S-sorry” “It’s ok” Blake said, whose reflexes allowed her to dodge much of the sneeze “It was good talking to you guys, see you around” Blake left the room, leaving Velvet and Coco alone. “Well then” Coco said, walking up to her friend “I think it’s time we made our way back as well.” Velvet turned to look at her friend as they walked out of the empty classroom “You’re certainly eager to get back to the dorm” she said, eyeing Coco. “Eh, honestly, I just want to get out of these clothes, slip into something comfortable, and watch our soaps.” Velvet smiled as her friend said this, her chest tightening as she did. Coco’s confidence and charisma made her good leadership material, but it was her candid caring nature that made Velvet glad that Coco was her friend.

* * *

Velvet sat on her bed, her back to the wall as she flipped through her scroll. She wore loose fitting pink pajama pants and a tank top she had sworn wasn’t this tight the last time she wore it ( _it must have shrunk in the wash_ she thought _)_ ,as she waited for Coco to get out of the bathroom.  She continued to check various websites on her scroll on her scroll, eventually skimming through some _Ninjas of Love_ fanart. The scantily clad ninjas embracing in a sexual manner made Velvet’s heart beat faster, her body heating up as one of her hands drifted between her legs. The opening of the bathroom door snapped Velvet out of her trance though, as Coco walked out wearing a matching pajama shirt/shorts set of her own design.  Both were in her typical colors of mocha with black trim for accent, and the shorts had her personal crosshair emblem emblazoned in gold on the right thigh of the shorts. It amazed Velvet that it was her talented friend who designed such clothes, and how the clothes, while loose fitting, still managed to accentuate all of Coco’s curves, today more so than usual. “ _How her friend’s perky breasts jiggled with every breath she took”_ Velvet thought, a tingly feeling growing inside of her.

“Velvet?”

Velvet snapped out of her daydream, blinking a few times before refocusing on Coco.

“I said, are you ok with me turning the heat down?”

“Oh” Velvet replied, not realizing Coco had asked something of her. “Ye-yes, go ahead.” Coco went over to the room’s thermostat, fiddling with controls for a few seconds before turning back around to face the rabbit Faunus. “Hope you don’t mind, I just need to cool down.”

“Spent too much time in the shower?” Velvet asked as her friend moved towards her. “Nahhh, I took a cold shower. I’ve been feeling warm all day.” Coco responded as she began rummaging in one of her bags, getting out her laptop. “Heh-You’re not the only one, it’s like a sauna in her” Velvet replied with a slight chuckle, finding herself staring at her friend’s shapely rear as Coco set up the laptop to a small projector.  After Coco finished setting everything up, she went to join Velvet on the bed. “Right then, which episode were we on again?” “Ummmm…episode eight I think?” Velvet replied, staring as Coco’s boobs bounced in their confines of cloth. Coco, unaware, merely started the episode.

 

The episode was a part of a Mistralian soap opera Coco had watched as a child, and had gotten Velvet into one night. It was a story about an esteemed performing arts college and the lives of two of its students. At first, the students started off as rivals, but as the show progressed, they became friends, and eventually interested in each other romantically while working on the school’s yearly musical. Coco and Velvet sat on the latter’s bed, watching as the two main characters, Jin and Nami, continued working on their dance routine. Velvet watched as the two practiced their dance, moving in each other arms throughout the otherwise empty studio. Jin brought Nami in for the closing embrace, the pair finally nailing the routine perfectly as the music ended.

“Wow… “Jin said, panting slightly as he looked at his dance partner “I can’t believe we-“but he was cut short as Nami cupped her hands around his face and brought him into a passionate kiss. The camera angle changed to show from inside the lighting booth, where the side character Kara watched in shock as Jin returned the kiss with equal passion.

“Velvet!”

Coco’s words broke Velvet from her trance, removing her hands from her mouth to look at her friend. Coco had an incredulous look on her face as she stared at her faunus friend’s chest with shock. Velvet followed Coco’s gaze to see two damp patches on her shirt. Before Velvet could do more than stare though, Coco grabbed Velvet’s shirt and began pulling it up over the faunus’s head.

“C-Coco?! What are you doing?!” Velvet exclaimed as her friend finished taking the now damp shirt off. “You can’t let these stains set in” Coco replied, taking the shirt and inspecting it. “I’m gonna run some water on this so this can soak and get the stain out, be right back.” Coco leapt off the bed and rushed into the bathroom, leaving Velvet alone, confused, and bare chested.  Looking down, she realized that her boobs had grown in size. They were now much more round, and felt so much fuller than they ever did. Her nipples, now a darker shade of pinkish brown, leaked a small amount of white liquid, twitching slightly as they did so.  Velvet ran her fingers across her stomach, catching some of the dribbling milk on her finger. She was surprised to find her skin sensitive to her own touch, shivering in the feeling as she brought her milk covered finger into her mouth. The taste of cream mixed with almonds filled her mouth, and the rabbit faunus greedily sucked her fingers dry of milk. Instinctively she grabbed her boobs, massaging them with glee as pleasure racked throughout her body. The pleasure was unlike anything she had ever experienced, her back arching as the pleasure began to pool between her legs. Taking a hand from her breasts, Velvet plunged her hand into her pajama pants, her long fingers twirling around her soaking wet insides, while her thumb rubbed her clit back and forth. Her other hand continued to knead her nipples, alternating between each nub as milk leaked from each dark nub. Velvet moved her hands faster and faster, feeling her orgasm fast approaching. Biting down on her lip, Velvet felt her body shake to its core, before writhing in agonizing ecstasy as liquid flowed from her tits and pussy, soaking her and her bed. As she lay there, her breasts seemed to continue twitching, and despite her hazy state of mind, she could feel them growing ever larger. But that thought flew from her mind as a cry went out, causing the rabbit faunus to turn her head and stare.

 

Coco was leaning against the bathroom door frame, stark naked and pleasuring herself. One hand was shoved deep inside her shivering quirm, while the other was gripping a dark swollen nipple. As she cried out again, a burst of white milk shot from her nipple, landing on the face of Velvet. Panting, Coco removed her soaked hand from her crotch before turning to look at Velvet, still greedily licking the milk off her face. “G-Guess you enjoyed that, huh Vel?” Coco said, staring as her friend finished drinking her milk.  Velvet nodded, a glazed look in her unfocused eyes “Shhooooo…goooood” she said, slurring slightly. The rabbit faunus watched Coco saunter over to her dresser, staring at her shapely ass as Coco pulled something out of the bottom drawer. “Well then”, Coco said, grinning as she showed Velvet a long double sided strap-on “You’re gonna LOVE this”. Coco stuck one end of the strap-on into her dripping snatch, letting out a small cry from her mouth and a dribble of milk from nipples. Velvet watched with hungry eyes as Coco finished putting on the strap-on, the rabbit faunus spreading her legs as Coco sashayed over, her milk engorged tits swaying as she did so. Coco reached the bed and clambered on top of her friend before pressing the plastic phallus into Velvet’s ready pussy. Crying out in ecstasy, Velvet arched her back as Coco began to move her hips, shoving the dildo in and out of Velvet while simultaneously causing the half inside her to move around as well. Their breasts spurted milk with each of Coco’s thrusts, coating their bodies in the creamy liquid.  Velvet’s hands reached up to grab hold of one of Coco’s lactating teats, grabbing the orb of flesh and causing her partner to wail in pleasure. Coco let out a larger moan as Velvet wrapped her lips around Coco’s nipple, drinking the milk straight from the source. “Ohhhh yeahhhhhhh Vellllll” Coco cried out, as she continued to buck her hips into Velvet “Suck onnnn my titsssssss”. Velvet eagerly complied, sucking on Coco’s nipples with frenzied lust as her mind went blank in pleasure.  Coco’s milk was cool and creamy, a slight hint of dark chocolate permeating through the liquid, enrapturing Velvet further. Her own breasts continued to swell, becoming the size of large melons as she alternated between each of her friend’s nipples, gorging herself on Coco’s cream as her insides continued to get pounded by the strap-on pressing up against her cervix. As she continued to fuck herself and Velvet, Coco realized how much her friend’s chest had grown, and seeing them oozing milk filled her with even greater desire. Grabbing Velvet’s arms, Coco pulled the faunus off her tits and pushed her friend back down onto the bed, the faunus’s massive mammeries jiggling as they shook. Before Velvet could respond though, Coco wrapped her lips around one of Velvet’s nipples, and reciprocated the breastfeeding Velvet had done prior. The nipple gushed like a fountain, Coco finding herself nearly drowning in the liquid, and certainly drowning in the pleasure as she continued to press into Velvet’s snatch, her arms instinctively moving under her friend’s thighs to raise them up. Velvet put her legs on top of Coco’s shoulders, moaning in pure bliss as Coco continued to hammer her pussy and suck on her nipples. She felt the walls of her womanhood tighten around the plastic phallus, feeling an orgasm fast approaching.  Coco felt her climax nearing as well, and increased the pace of her rutting, all while she drank from Velvet’s nipples.

 

With one final push, Coco felt unimaginable bliss as the orgasm hit her like a train, her entire body convulsing as she let go of Velvet’s boobs to scream in pleasure. Her breasts, now easily double the size of what they were an hour ago, sprayed milk all across the bed, soaking Velvet underneath her. “GHHHHHHHHHHHAAAAAAAA” Velvet’s back arched as she cried out, her own nipples gushing milk with seemingly no end in sight as she experienced a mind shattering orgasm. The faunus’s sex let loose a flood of pussy juice, the liquid mixing with Coco’s own cum and the breastmilk of the two girls. The entire room was stained with their milk, and Velvet’s bed was completely soaked, a small pool of white liquid gathering below the bed. But none of that mattered to Coco and Velvet as they rode the most intense orgasm of their lives. After what seemed like an eternity, Coco finally collapsed onto Velvet, her sizeable tits cushioning the impact. Panting, the two girls lay exhausted, Coco still atop the other girl with the double-edge strap-on lodged in their cunts. It was only after a few minutes that Velvet, eager for more pleasure, began to move her hips, moving the dildo back and forth; an action which was greatly appreciated by Coco. Gone was the shy rabbit faunus and her confident fashion savvy friend. Now, only two girls, slaves to the pleasure of their own warped bodies, remained.

**Notes for the Chapter:**

> Aw man,
> 
> While this one took a bit more time than I would have liked, I still managed to get it out on time. I plan to get the next one out in a similar time, and will hopefully have more time to write in October, wherein secrets are revealed as to the nature of the infection.  
> If you like what you've read here, feel free to comment and bookmark, and keep on reading for more milk filled goodness.


	8. Chapter 8: Revelation

                Glynda Goodwitch reached for the box of tissues on her desk, pulling one out and blowing her nose with it. She had been fighting through bouts of sneezing all day, and hoped she wasn’t coming down with a cold. There wasn’t time to be sick, not when her students were at risk. A few hours ago, Velvet and Coco had been brought to the infirmary by the other concerned members of team CFVY. Much like the other students, their breasts had grown to an extreme size, the only thing larger being their sexual appetite. Gylnda and Peach had hoped that the infection would be contained to students who had been in the room during the initial explosion, or those who had drunk some of the infected breastmilk as Yang and Ruby seemed to have done. But neither Velvet nor Coco were in that class, not had they seemed to ingest any milk besides their own. Glynda rubbed her forehead in frustration before closing a large book on dust/human reactions. So far, hers and Professor Peach’s research had been unsuccessful, but she was convinced that a cure could be found. She stood up and set the book down on the ever increasing pile of books that hadn’t been useful. Returning to her desk, Glynda was surprised at how sore her back felt. Rubbing her back, she decided that to end the night with something that wasn’t going to have her hunched over a book.

 

                Sitting back down in her chair, Glynda opened some the campus security video archives, intent on doing a little digging. Since Velvet and Coco hadn’t been in the class, it stood only to reason that they must’ve interacted with someone who had.  While the security feed wouldn’t give a complete overview, it might give Glynda enough to hopefully piece something together.  She passed through hours of footage, sifting through classrooms, hallways, and the occasional outside feed until she spotted something. _There_ she thought, spying Coco and Velvet talking to Nora briefly, with the rest of team RWBY and JNPR, minus Pyrrha. Glynda rewound the tape a little bit to watch the whole scenario, eager to find something. She watched as Nora sneezed in Coco and Velvet’s direction, and continued to watch as Velvet and Coco briefly stopped to look at Nora before heading off. Glynda paused the tape, and checked the time the video was recorded on.  It was recorded on the day they were made aware of the infection, a few hours after Pyrrha had been taken in, and shorty before Nora had been discovered in her team’s bathroom, her mind gone and breasts bloated with milk. _Could this be it?_ Glynda wondered, sifting through the videos at a faster pace, checking for any signs of any more interactions between JPNR and CFVY. But there were no more to be found; CFVY having returned from a mission late at night the previous day.  Glynda pursed her lips, and began looking for any more signs of Nora sneezing beforehand. Nora looked fine throughout the day, chipper and hyperactive as ever. Going back, she traced Nora backwards, until at last, she found something. As Team JNPR was leaving the hospital after the incident, Pyrrha sneezed onto Nora.  
                “That just might be it” Glynda said, pausing the tape once again. “The infection could be transferred via the particles in the a-CHOO” Glynda’s train of thought was interrupted through, as a sneeze escaped her mouth. She froze, as the memory of Pyrrha sneezing in her office the previous day played in her mind.  “Oh no...” she whispered, as she became aware of just how sore her breasts were, her steadily erecting nipples rubbing against a brassiere she swore wasn't that tight when she had donned it the morning. 

                The elevator doors opened as Glynda rushed into Professor Ozpin’s office, having ran as fast as she could. Ozpin, still awake, saw the look of panic on Glynda’s face and became concerned “Glynda? What’s wrong?”. “Ozpin” Glynda panted, chest heaving “I-I-I think I’ve become infected.” She said, her voice filled with fear with a touch of embarrassment. Ozpin’s eyes widened as he stared at Glynda “How?” he asked, rising from the seat behind his desk. “The infection. It seems to spread through sneezing.  That’s probably how Misses Valkyrie, Scarlatina, and Adel got infected” She continued panting, her white blouse becoming increasingly taut under increasing strain from her expanding bust. “Miss Nikos…also sneezed on me here…it’s how I got-“ but Glynda’s explanation was cut short as the top button of her top burst forward, whizzing past Ozpin before lodging itself in the window behind him. Ozpin moved forward, grabbing Glynda’s wrist and dragging her into the elevator. “P-Professor?! Where are we-“

“If you’ve been infected, we need to get you to quarantine immediately” Ozpin exclaimed, pressing a series of buttons on the elevator. “I was hoping none of my staff would be infected, but it that notion was foolhardy.” The elevator began to descend rapidly, taking them down into the depths of Beacon. As they rode down, Glynda felt her chest continue to grow, the Huntress ashamedly unbuttoning her top to prevent the other buttons from flying off as the first one did. The elevator opened, and the two moved forward into the hallway.  Glynda felt her breasts bounce as they continued down the hallway, her bra doing little to hold her ever growing milk filled chest. Ozpin opened the door he had showed Yang a few days prior, and the sounds of orgasmic cries filled the corridor. The two teachers entered the room, Glynda averting her eyes from the students, not wanting to be reminded of the fate that would soon be hers. 

“I was assuming more students would fall victim to infection before a cure was synthesized.” Ozpin said, walking down the row of bound students, “But to have a teacher infected so soon… There’s no telling how students you may have infected.” Glynda felt her stomach sink: She thought of all the times she sneezed in the last few days, how many students she could have infected. The older woman was brought back to reality as she heard a ripping noise. She felt her bra finally give way as her titanic tits fell out of her ruined lingerie, her nipples dribbling a small trail of milk. “It might be best if you removed the rest of your clothing now, Miss Goodwitch.” Ozpin stated, having his back to her while he began to press several buttons on a large console. Brushing profusely, Glynda removed the rest of her clothing, her breasts leaking more milk as she moved to remove her skirt and undergarments. The Huntress gasped as something cold wrapped around her arms, and looked down to see a pair of metal cords constricting her arms. She saw two milking tubes snaking their way towards her, and braced herself for what was to come. The tubes attached to her quivering breasts, and the machine’s suction began to draw the milk from her puffy nipples. Glynda bit her lip as milk began to gush from her nipples, doing her best not to moan. 

“Don’t worry Glynda,” Ozpin said, making his way towards his assistant “we will find a cure for this soon enough”. The headmaster picked up Glynda’s discarded clothes and began to fold them up. “I’ll keep you posted on Peach’s progress, but given the others state of mind…well, it might be best to relax.” Glynda tried not to think about Ozpin’s last sentence as the machine continued to milk her massive teats, her legs growing weak as the pleasure racked her body. Ozpin closed the door behind him, leaving Glynda alone with her students and the growing pleasure building up within her. She gasped as two more metal cords wrapped around her thighs, forcing them apart to reveal her soaked sex, glistening with desire. Before the Huntress could react however, a third thicker cable began to drive its way into her pussy, causing Glynda to cry out in a mixture of shock and pleasure. She thrashed against her confines as the cord pushed farther and farther inside of her, causing her breasts to bounce wildly as they sprayed more milk into the cups.  Her willpower finally gave way as she moaned loudly, adding to the chorus of her fellow students as she continued to be violated by the machines. Her hips bucked against the cable ravishing her pussy, all thoughts of shame and modesty gone; now, only a desperate desire remained. For what felt like eons Glynda was pleasured, her insides besides stirred up by the thick metal cable as her breasts were vainly attempted to be drained of milk by the milking machine. Each thrust into her pussy, each pull on her nipples, brought the Huntress closer to the point of release. She could feel her body coming close to orgasm, feel the pleasure building up inside her, and Glynda wanted nothing more than that bottled up pleasure to be set free.

“YESSSSSSSSSSSSSSSSSSSSSSS!!!” Glynda cried out as she finally climaxed, her slit gushing cum as the cord made a final push. Her legs gave way to the immense pleasure, collapsing on the floor as the metal cables around her thighs descended with her. Milk gushed from her swollen nipples, filling the cups encasing them to the brim with creamy liquid. Glynda’s vision went white as every nevre in her body burned with bliss. She couldn’t stand, she couldn’t think, she could barely breathe with her face buried in her engorged breasts. But the wise witch lay there for a long time, surrounded by the ecstasy fueled cries of her students, and the ever growing pleasure coming from her milking.

* * *

 

“No… not Gylnda too…”

“I’m afraid so, Professor.”

Ozpin had just finished explaining Gylnda’s predicament to Professor Peach in her laboratory, where the professor had been working on several potential cures.

“If... if what Gylnda said was true”

“Which it usually is” Ozpin interjected

“Then it would explain how the infection is spreading.” Peach continued, sitting back down in her chair. “But it would also mean that it has the capacity to spread incredibly fast, especially if someone like Gylnda was infected.”  
  
“My thoughts exactly.” Ozpin said. “Continue your work on synthesizing a cure Peach. So long as you do not use other students, you will have every resource Beacon can muster. But now, I must do what I can to limit the spread.” Ozpin left Peach in her laboratory, and began walking through the dimly lit halls of the academy, planning his next step.

**Notes for the Chapter:**

> Hello all you readers,
> 
> Hopefully this should answer some questions as to how this works (there is a method to the madness), as I continue writing this out. Next month I'm still unsure as to whether I continue working on this, or start a new story for NaNoWriMo. Let me know what you'd like to see, and as always, thanks for reading.


	9. Chapter 9: Berry Big Changes

**Notes for the Chapter:**

> Hey Everyone! We're doing the notes at the start of the chapter this time around. I decided to work on more expansion filled goodness this month, though I will warn you in advance that this might not be everyone's cup of tea. That being said, I got through this one pretty pretty quickly, and have already started work on the next chapter, which will hopefully be out before Christmas. It's great to see people enjoying this so far, feel free to comment and bookmark if you've enjoyed the work. 
> 
> Now without further ado, lets get back into the story.

“Therefore, to ensure the safety and well-being of all students, we will be instituting a curfew and quarantine effective immediately.”

  
The gathered mass of students groaned as Ozpin finished his announcement to the student body of Beacon. By preventing students from leaving Beacon grounds and putting a curfew in place, Ozpin hoped to mitigate the infection’s spread as Professor Peach raced towards finding a cure. While Ozpin did not go into details regarding the nature of the infection, he had expressed the need for students to be alert and contact members of the staff immediately should they notice anything.

“This precaution should only need to be in effect for a few weeks, but I cannot stress enough the need to follow these rules. So far as we know, this infection is only localized to the school grounds, and I fully intend to keep it that way until this sickness is under control. I expect you all to do your part in helping by following these precautions. Thank you.”

 

* * *

As Ozpin left the stage, the assembled students began to leave the arena, talking with friends and classmates as they did so. Weiss exited the auditorium, intent on finding Blake as soon as possible. Her only non-sick teammate had left early that morning, and before Weiss had had a chance to get in touch with her for more than some brief texting, she and seemingly every student in Beacon Academy had been sent a message telling them to report to the auditorium immediately. She hadn’t seen Blake in the seats, and searching for her in the crowd of students had proved fruitless so far. As the crowd thinned, she finally spotted Blake running towards the arena, a basket slung over her arm. The Faunus strode up to Weiss, panting slightly as she did so.

“Weiss…what…did I…miss”  
  
Weiss folded her arms, unhappy with her teammate’s tardiness. “Where have you been? You missed the entire assembly!” Blake gave Weiss a cold look “I went out early to the market.  When I got the message, I came back here as quick as I could. What happened?”

Weiss sighed, chiding herself internally for scolding Blake. “Ozpin’s putting the campus on quarantine. Apparently whatever Ruby and Yang got spread enough that they want to try and control it.” Blake’s face fell in response, feeling pity for her sick teammates, not to mention dreading being cooped up on campus. “Well hopefully the teachers can figure this out soon enough.” Weiss nodded in reply to Blake’s comment, holding back that Atlesian scientists under Ironwood were also coming. She knew Blake didn’t trust her government, and considering their conversation, it was best to keep Blake in a good mood.  
  
“Sooo… get anything good from the market?”

Blake perked up at Weiss’s question, her bow twitching slightly. “Oh yes” Blake said, taking the basket off her shoulder and opening it slightly. “I managed to get some blueberries and a couple of fresh fish from the market.” Sure enough, a pair of blueberry baskets sat atop a wrapped package Weiss could only assume was fish.  “I would have gotten more, but then I got the message an-an-ACHOO!” Blake managed to cover most of her sneeze with her arm, though that didn’t stop Weiss from jumping back a bit. “Please tell me you aren’t sick as well.” Weiss said, giving Blake a cautious look. “It’s probably just allergies.” Blake said, a little defensively. “Look, if I feel any different, I’ll head straight to Ozpin.” Weiss relented at this, not wanting to cause more drama with her remaining teammate. “Very well. I’m going to go work on my paper for Dr. Oobleck. I’ll see you later.” Blake nodded, watching Weiss walk away before turning to head back to the dorm room.

* * *

Slightly over an hour later, Blake was on top of the roof of one of Beacon’s buildings, staring out at the campus and the city beyond it. She didn’t like the idea of being forced to stay on campus, even if it was a good reason.  She sighed before sitting down on the small blanket she had brought with her. While the faunus usually read inside, the thought of being locked up made her antsy, and so Blake decided to read outside for a change.  Along with her blanket, she had brought her copy of _Ninjas of Love,_ and a basket of the blueberries she had bought earlier. With one hand, Blake opened the book where she had left off, while her other hand plucked a blueberry from the bushel and brought it to her mouth.  The sweet fruit filled her mouth with its succulent flavor, causing Blake to purr slightly.  Blake turned her attention back to her book, reading through the pages while occasionally popping a juicy blueberry into her mouth. By the time the basket was nearly empty, Blake had reached one of her favorite, steamiest scenes in the book. The young faunus instinctively brought her free hand to her loins, stroking at her panties with her juice stained fingers.  While part of her knew she shouldn’t be masturbating in public, let alone on the roof of her school, a growing part of her relished in the taboo idea. She had never been one to blindly follow authority, and this act of voyeurism, of rebellion, drove her onwards in pleasure seeking. _What if someone finds me up here…_ Blake thought, the idea swirling in her mind as she put down the book to finish the last of the luscious blueberries, her mouth filling with their wonderful essence. She imagined Sun finding her up here, hair a mess, masturbating with wild abandon. She imagined him running his firm hands all across her body, hitting all the right places. She dove one hand into her panties and began to slide her fingers inside her, while the other hand groped at her breast, imagining Sun’s movements were her own. The form of her partner changed as she continued to pleasure herself; Neptune, Jaune, even a few girls here and there, moving faster and faster with each partner. Then all at once, she climaxed, letting out a cry of pleasure as her body convulsed with ecstasy. Panting heavily, Blake rode out an orgasm unlike any she had experienced prior, savoring every moment the pleasure coursed through her body. As the pleasure wore off though, the pleasure was replaced with waves of embarrassment, realizing what she had just done. But the shame was quickly replaced with shock as she looked down at herself.

Not only were there two nearly identical splotches on her blouse, but the stains were a deep shade of _blue._ Panicking slightly, Blake undid the buttons of her shirt, revealing a sight that nearly made her scream. The blue liquid had seemed to come from inside her, as her breasts, which Blake swore were not that large when she had put on her bra in the morning, twitched slightly while her nipples peeked out from a bra straining to hold her bosom in check. But even more disconcerting was her breasts, usually the same pale skin color as the rest of her body, were now a deep indigo, with the color spreading across her body as she stared.  She tentatively brought her hand to some of liquid on her chest, and looked at it with horrified fascination. It was the same color as the blueberries she had eaten earlier, and the texture was that of juice. It even smelled like blueberries as Blake gave it an exploratory sniff. The smell was intoxicating, her mind going hazy as she took another long whiff of the juice. As the blue spread to her crotch, Blake felt another wave of pleasure wash over her. She knew that something was wrong, that people didn’t just turn blue and start leaking juice, but her fears got drowned out as more and more of her wanted, needed, and begged for release.  And Blake would get her release.

Plunging her hand into her cunt, Blake moaned as her fingers slid easily into her sopping wet pussy, juice squirting around her hand as she did so. Her other hand pulled down her bra, allowing her boobs to be free of all restraints, the pair having grown at least two cup sizes. Greedily, the faunas grabbed one of her dark blue nipples and pulled, rewarding her with immense pleasure as blue liquid poured from her teat. Her vision began to blur from the ecstasy she felt, and was only made aware of the blue spreading through her by the bliss it brought. Blake could feel pleasure unimaginable as her shoulders and thighs turned cobalt, and the pleasure continued as her arms and legs continued to change.  The Faunus switched arms as she brought her sex soaked hand to her unpleased breast, while the hand that had been juicing her other tit went down to take its partner’s place. Faster and faster she went, ears rapidly twitching, moaning loudly with her navy tongue lolling out of her now azure lips, sensing satisfaction just beyond her reach, and determined to achieve it.

“OOOOOOOOOOOOAAAAAAAAHHHHHHHHHHH” Blake moaned loudly as her damn finally burst, letting out a flood of juice from her quivering folds. Her tits sprayed juiced wildly, covering the now completely blue skinned Faunus in her own sticky substance.  She continued to cry out in ecstasy as every nerve in her body rang out in pure pleasure. It was so much. It was too much. Blake’s vision went white, and the faunas girl passed out, her clothes and blanket soaked with juice, her nipples trickling juice down her completely blue body, and her face screwed up in blissful ahegao.


	10. Chapter 10: Taking One for the Team

**Notes for the Chapter:**

> What's this? Another chapter of "A Growing Problem" so soon? Yes that's right folks! But before we continue, I'd first like to thank everyone for reading so far. So far this work has over 10,000 hits, and over 100 kudos. Thank you all, It's been a crazy journey, and it'll probably get crazier before we're done.
> 
> Speaking of crazy, while it may not be as weird as last chapter, it still may not be for everyone. There are warning below, and the tags will be updated in a few days to match. With this one under wraps though,there's only one more chapter before we do villain chapters. As always, feel free to comment and bookmark if you've enjoyed the work, and keep on reading and being awesome!
> 
> WARNING: This chapter contains: Gender Transformation, Lactation(duh), excessive squirting, and mindbreak.

Professor Peach sighed as the computed test results came back negative. _Another unsuccessful simulation_ she thought, sighing again before moving the research and testing notes into an overflowing file folder marked “FAILED ATTEMPTS”. In the days she had started working on trying to find a cure, she had gone through nearly three hundred different possible cures, and only had a handful of prospective solutions.  But these were only baseline potential antidotes, and without further testing wouldn’t be effective. She sighed, pulling forward her notes and re-reading them, wanting to stare at something besides a computer screen.

Most of the cases seemed to fall into two distinct categories. The first was that of the airborne infection; which was the most common by far, infecting Pyrrha, Nora, Coco, Velvet, and Glynda. Glynda’s hypothesis turned out to be true, and this had been the way Miss Nikos had started off the whole debacle. Then there was the second known method of transmission: drinking contaminated milk. So far, this had only been seen to have been the way Ruby and Yang had been afflicted, but it had caused some interesting complications in Velvet, Coco, and especially Nora. And then there was the curious new case of Blake, who had been brought in just the other day by a rather flustered Sun Wukong. While she showed all signs of infection, the girl was a deep shade of blue, and the milk that seeped from her breasts had the viscosity of juice. Ozpin had sequestered Blake in her own private quarantine, not wanting to risk having the other students wind up like her.  So far they knew how it was transferred, and they knew what it could mean if it spread outside the school. But given the exponential rate at which people were being infected, and that it was now just herself and a small team of senior students, Peach was uncertain if she’d be able to find a cure before the contagion reached the city.

A knock on the door broke the professor from her train of thought. “Come in” said Peach, putting down her notes and organizing the papers on her desk a bit. A young man with blonde hair peeked his head in the room before entering it fully. “Ahh Mister Arc, please have a seat.” said Peach, a smile coming over her face as she motioned for Jaune to take one of the chairs in front of her. “What can I do for you?” Jaune sat in the wooden chair, looking anxious as he did so “Well Professor...I was wondering...have you… made any progress on a cure?” Professor Peach sighed, having expected this. It was, after all, Jaune’s partner who had first been infected, not to mention his teammate Nora and several of his friends. “I’m sorry Mister Arc, “she said “but I’m afraid a cure is still quite far off.” Jaune sank in the chair, a dejected look on his face. “Well… is there any way I can help you?”  Peach shook her head “Most of the busywork is being handled senior students. I’m sorry, but I’m afraid there’s little you can do.” “Please Professor” Jaune pleaded, “There has to be _something_ I can do.” Peach felt pity for the boy, and not wanting to cause the boy any more grief, wracked her brain for a way Jaune could help. She ran through multiple ideas in her mind, but without years of education, the boy would be useless.

_The boy!_ The idea suddenly came to her, and while it would be incredibly dicey, it might just work, not to mention cut out weeks of testing.

“Well…there _might_ be one way you could help…” Peach said, looking at Jaune as he perked up “But I don’t think you’re going to like it.”

* * *

 

“WHAT?!”

“I told you you weren’t going to like it.”

Jaune buried his head in his hands, trying to take in what Professor Peach had said. She had apparently created several potential treatments, but Ozpin was unwilling to let Peach use the already infected students as guinea pigs without greater testing. But nobody was going to willingly submit to testing, and while Peach appreciated Jaune’s enthusiasm, the mutagen was only capable of targeting girls. 

“So… the only way I’d be able to help,” Jaune said, looking back up at the teacher “was if I…” he gulped “became a girl?”

Peach nodded “It isn’t as hard as it sounds.” She said, seeing the anxiety in Jaune’s face. “New advances in the medical dust field have made the process far more streamlined.  We’d be able to start testing right afterwards, and of course, after we have made a cure, we could send you back to being your usual self.”  
  
Jaune got up from the chair and walked to the office’s window, trying to make up his mind. Peach pursed her lips, kicking herself internally for even suggesting the idea. “I know it’s asking a lot, and I fully understand your desire not to-“  
  
“I’ll do it.”

Peach nearly gagged. Of all the answers she had expected, this certainly wasn’t one of them.  “Mis-Mister Arc, you do know what will happen to you, correct? And while I’m fairly certain in my research, there’s still the risk of side effects. You may even stuck in your new body.”

“I know.” Jaune said, his stomach cartwheeling over itself at the thought of what could happen. But then he thought of Nora, her massively inflated boobs spewing breast milk as she greedily pleasured herself, immune to all outside help. He thought of Pyrrha in a similar situation, not to mention the other girls he was friends with. “But if I can do something to help my teammates, what kind of leader would I be if I didn’t do it?” Peach stared at the boy, a look of respect on her face. She had never really been impressed with Jaune’s work before, but this might be a different person from the one who got caught in the trees on his first day at Beacon.

“Very well,” she said, relenting “please follow me.”

* * *

 

Jaune lay on the doctor’s testbed, stark naked and trembling head to foot. “Mister Arc, are you ready to begin?” asked Professor Peach, standing by a nearby counter and mixing several large beakers worth of Dust.

  
“Y-yeah” Jaune said, nervously. Being naked was embarrassing enough, but Jaune was definitely not a fan of the nodes attached to his body, not to mention the restraints on his arms and legs that bound him to the bed. But he knew he couldn’t let his fears get in the way. _Think about the others…_ he thought as Peach finished her work. The professor walked over to the bed, and began pressing several buttons on its control panel before pouring a beaker of pink Dust into a compartment. A glass panel came from the foot of the bed, moving up the frame to encapsulate Jaune inside like a caterpillar in a cocoon. Pink gas began to flood the capsule, causing Jaune’s entire body to tremble as it washed over him. He felt his skin grow cold, all the while a growing warmth hummed in his core, his lungs filling with the Dust. Through the pink haze, he could see his member, standing fully erect and twitching wildly, but the sight was nothing compared to the feeling. It was like the frigid weight of the world had come down on his junk, forcing tit to shrink and retract into his body, where the warmth continued to emanate from.  As he watched his dick draw back though, he felt the warmth began to push outwards from his core, determined to mold his new form. His face felt like it went through a press, becoming leaner and more feminine. Jaune felt something prickle the back of his neck, and realized that his blonde hair was growing out, now reaching his new slimmer shoulders. But that was nothing compared to the soreness that grew from his chest as his breasts began to grow.  He felt his pelvis widen as his male genitalia finally finished changing, becoming a pink clitoris flanked by a set of labia.  Jaune gasped as his rear began to fill out slightly, his new legs becoming more refined to hold his new body.  He fidgeted in his holdings, unsure of how much longer it would be, but at last,  Jaune heard a ding as though it were far away, and the remaining vapors were vacuumed from the compartment.  A few moments later, the chamber unsealed itself, allowing Jaune’s eyes to get blinded by the light of the office’s lamp, the only dark spot being the figure of Professor Peach studying him.

 

“Rise and Shine, Miste-“she stopped herself, mulling over what had just transpired “I mean, _Miss_ Arc.” Jaune’s eyes blinked as they adjusted to the light, his skin still tingling from the experience that had just transpired. “Here” he heard the professor say “Let me bring up a mirror for you while I do some measurements.”  Peach pressed a button on the wall, which caused the mirror to descend from the ceiling above the bed.  Jaune looked up, jaw dropping as he got a look at his new form.  A girlish face framed by shoulder length blonde hair stared back at him, his frame slimmer save for his hips, which had expanded slightly. His chest now sported a pair of breasts, not as big as Yang or Nora’s had been, but bigger than Jaune had expected. His penis was indeed gone, and had been replaced with a vagina.  He wouldn’t call himself hot or pretty, but all things considered, Jaune was surprised just how… _cute_ he had turned out.

“Jaune?”

The voice of Professor Peach brought him out of his gawking, and he turned his head to see the Professor had changed into a pink hazmat suit, the white gloves of the suit holding a clipboard. “I’ve finished taking your measurements, and am going to induce the infection now, understand?”

“Oh..yeah go ahead.” Jaune said, surprised at how soft and high his voice was now. Peach nodded and set the clipboard on the desk before producing two needles filled with a white liquid from a small canister.  Walking over to Jaune, she took both needles and stuck a needle into each of his new plump breasts before pressing down on the plunger to administer the mutagen. Jaune winced at the sharp prick of the needle, but felt his brand new boobs tingle slightly as the liquid entered his body.  “Now, what I’ve just injected into you is a concentrated form of the infection.” Peach said, walking over to a monitor which displayed her patient’s vital signs. “I’ll be able to monitor your progress from here. You should be experiencing symptoms soon.” “Well… at least I won’t have to w-w-ACHOO!” Jaune attempted to say wait, but was interrupted by a sudden sneeze.  “Hmm yes, you seem to be going through the first stages now, and should be entering stage two soon“ Peach said, looking at the monitor as she scribbled notes on the clipboard. Before Jaune could ask what stage two was, he felt a growing feeling in his chest, and seeing his newfound assets expand with each breath while his pink nipples began to darken could only mean one thing.  
  
“Alright Miss… Arc, you are appear to be in stage two. Now I’ll need to grab a milk sample from you, then we can start testing the potential cures.”

“A-alright” Jaune replied, nervous at what could come next. _Just remember, you’re doing this for the team_ he thought, as Peach took out a small milking machine.  After attaching the cups to Jaune’s quivering nipples, Peach flipped the switch, and a stream of milk flowed from Jaune’s body into a small canister. He gasped, not expecting the pressure and pleasure that came from lactating. It was almost as good as masturbating with his own dick. _No wonder Nora was so crazy…_ Jaune thought hazily as he rode out the pleasure wave. Once the milking process finished, Peach removed the canister and took a marker to label it.  “Excellent, one milk sample from…” she turned to her patient “Would you mind being called Jane Arc?”  Jaune turned to look at the professor, nodding as he came off of the pleasure wave. _Jane is a cute girl’s name…_ he thought, as Peach produced another syringe, this time filled with a shimmering light green substance.

“Cure Test 01, Subject name is Jane Arc. Miss Arc has volunteered for testing, and has entered stage 2 of the infection. Current size of infection has swelled 26 percent from start, which is in expected range. Commencing administration of potential cure to subject. “Peach said out loud for the room’s recording apparatus. She took the syringe and placed its tip between Jane’s ample cleavage, before pressing the plunger down, injecting the mixture into Jane. He felt the cold substance flow into his body, and felt his core temperature drop. It felt like all the heat in his chest was being pulled into his body, and sure enough, Jane saw his bosom begin to recede, growing smaller with each passing second.  But even as his chest deflated, the energy inside him began to churn.

“Hrmmm, preliminary results seem to be a success.” Peach said, looking over the results on the screen “How do you feel Miss Arc?” Jane turned to look at the teacher “Well…It’s like all the heat that was…in my boobs…is going to where you stuck me with that needle full of green stuff.”  Peach nodded, a satisfied grin appearing on her face. “But…” Jane continued “It’s like my chest is really tense now, like it’s full of electricity.” Peach’s smile soured at this news. She was hoping that an electrical based Dust component, coupled with the body’s own natural electrical currents, would be enough to naturally diffuse the infection. But the charge seemed to be remaining in the injection site, gathering up without release. “Hmm, your right. I wonder if something is prevent the charge from diffusing.” Peach reached into the pocket of the lab coat hanging by the door and revealed a stethoscope. Attaching the ear pieces to specially marked points on the suit, Peach walked over to her fidgeting subject and pressed the stethoscope’s chest piece to Jane’s chest. Immediately he spasmed, the pent up energy coursing through his body, before finding a most unexpected exit. Cum gushed from his newly formed vagina, the orgasm so intense that Peach jumped back as Jane screamed, thrashing against the bindings while he experienced an orgasm unlike anything he could’ve imagined. _I-is this what c-cumming like a g-girl feels like_ Jane vaguely wondered, as Professor Peach recomposed herself. She re-approached her test subject, still coming off the orgasm, and gingerly touched him with stethoscope. Again Jane screamed in shock and pleasure, straining against his bonds as he squirted a torrent of cum from his soaking pussy.

“Hmmm, patient is experiencing intense orgasm on physical touch. Orgasms accompanied by excessive release of vaginal fluids.” Peach said to the recorder as she walked back to the counter. “Unknown what caused this reaction. Obtaining a sample now for further testing.” She pulled out a small empty bottle from one the cabinets, and walked back to her test subject. Jane, still panting and mind reeling from everything that had happened today, watched through eyes half closed in ecstasy as Peach brought the bottle to his soaking slit, and pressed the bottle’s opening to it. Immediately Jane came, a flood of pussy juice surged from his crotch, filling the bottle with cum as unfathomable bliss coursed through his body. Jane’s moans filled the room, modesty being forgotten as his heart thumped in his chest while body and mind were overwhelmed. He forgot about Nora. He forgot about Pyrrha. Heck, Jane even forgot that he was supposed to be _Jaune_ , but it didn’t matter. All that mattered to Jane now was feeling that pleasure again. He wanted more. She _needed_ more.

A warning siren broke through the orgasmic screams of Jane, alerting Peach that something was wrong. Pulling back the now filled bottle, she wheeled back to the monitor, gasping slightly as she found what was wrong. The current in Jane’s body was now active and racing through her at dangerous levels.  If it continued, Jane would go into cardiac arrest. Peach quickly analyzed the rest of the data, shutting out Jane’s continued groans as she poured through data on the last few minutes. _There!_ The data showed that the electricity levels dipped three times, and Peach had a sinking suspicion she knew what had caused those drops in energy.

“Patient experiencing powerful electric current flowing through body, most likely due to potential cure.” Peach said loudly as she quickly pulled out her casual handbag. “Orgasms seemed to reduce levels of electricity. Plan is monitor patient as they experience multiple orgasms. Hypothesis is it should remove charge in patient….I can’t believe I’m doing this. “Peach muttered the last part as she pulled out the object she had been rummaging through her bag for: her big, long, pink dildo.  “I’ll hope you’ll forgive me Miss Arc,” She said, striding over to the bound Jane, just now coming off the high of her orgasm “but it’s to save your life!”

Peach plunged the pink phallus into her patient’s pussy, causing Jane to cry out as her hymen was shattered, whatever pain felt lost in the ocean of pleasure. Cum spewed from her pussy, coursing around the dildo and spraying from her slit. “Hang on Jane,” peach said, flicking a small switch on the end of the dildo “It’s going to get stronger.” The dildo began pulsing and vibrating, its form extending and retracting as it pleasured Jane. Jane greedily accepted the pleasure, her wide hips bucking against her bondage while her boobs bounced back and forth as she came over and over and over. By the fifth orgasm, her voice gave out, and her head drooped to one side, eyes unfocused and tongue lolling out. But still she continued to cum, her transformed body captivated by sexual satisfaction.

“Electrical levels dropping rapidly. Patient seems to have calmed down, or at least stopped shouting” Peach said, looking intently at the falling bars on the monitor. A red warning suddenly appeared on the screen, flashing the following words: SUBJECT UNCONSCIOUS. She turned back to look at Jane, and felt pity for her as she saw the girl had indeed passed out, her long blonde hair a mess, her arms limp, and vaginal fluid still spurting from her sex as the dildo pressed on ravishing her. “Oh dear…” Peach said, at last removing the phallus from Jane’s cunt, a final blast of cum erupting from it. “Ozpin is not going to like this…”

* * *

 

“YOU DID WHAT?!!”  
“Headmaster please-“

Ozpin in Peach were standing in an observatory, overlooking the majority of students that had been infected.  
“I thought we agreed that under no circumstances would students would be used in experiments” Ozpin said, enraged that Peach would go behind his back.

“Infected students Ozpin” Peach pleaded “We agreed on not using infected students. Mister Arc volunteered to be a test subject, and gave his expressed permission for the tests.”

Ozpin glared at her. He knew Peach was telling the truth, and certainly had kept some form of proving it, but it did not make things any easier. He stared out the room’s window, looking down at Jau-… _Jane_ Arc. Her body had been put alongside her other teammates, bound by machines as a siphon attempted in vain to suck her pussy dry of cum. Whatever Peach did to her seemed to still occur, regardless of electrical energy. Worse still, Peach’s “cure” only was a temporary solution to the original problem. Shortly after they had gotten Jane down here, her boobs became bloated with breast milk once more, and she required to be hooked up to a milking machine like the others.

“The next time a student volunteers for…this” he said, turning back to face Professor Peach “You will alert me, understand?” Peach nodded, trembling as she did so. “Go back to your research Peach, I will contact you if needed.” Ozpin walked out of the room, hand covering his forehead as he tried to plan his next move.


	11. Chapter 11: Senseless Sensibility

**Notes for the Chapter:**

> WARNING: This chapter contains: Mindbreak, non/dub-con, light bondage, gangbang.

Weiss looked out the window of the dorm room, staring out at city with no real intention as her mind wandered aimlessly. She held her rapier in one hand while the other held a letter, each gripped tightly in the hands of the heiress. Bringing her mind back to focus, Weiss looked again at the letter, intently reading it for what felt like the thousandth time since she received it three days ago.

 

                Weiss,

I will be venturing to Beacon Academy in a week as part of an Atlesian unit alongside General Ironwood. While I do not know what type of project we will be working on (nor would I divulge that information were I privy to it), it would be good to see you again, and to catch up regarding your academic and social life at Beacon. I shall see you when I arrive in a week’s time.

                With love,

                Winter

 

Weiss was elated with the news of her sister’s arrival. Her relationship with the majority of her family members was strained at best before coming to Beacon, but Winter was the only one who Weiss felt truly card for her as a person, and not just an object as her callous father did.  The thought of being re-united with her elder sister was kept Weiss going at this point, thanks to everything that had happened. After Blake had been found infected, Ozpin had put Weiss under strict supervision of another team of Beacon in an attempt to monitor her, in case she had been infected.  Unfortunately for her, part of that monitoring meant rooming with a room full of guys, as Ozpin did not want to risk the infection spreading. Weiss only knew of two all-male teams, and she refused to be anywhere near Cardin for as long as was necessary.  And so she had been under the watchful eye of Team SSSN the last few days. All things considered, this was not as bad as she had expected; Neptune and his teammates were decent enough gentlemen, even Sun wasn’t as bad as her original opinion had thought. It was just that…

“Um... Weiss?”

Weis wheeled around to stare at Neptune Vasilias, who was standing a few feet away. While his well-cut clothes, radiant blue hair, and charming smile usually made Weiss happy, she found herself glaring at the boy with an icy stare.

  
“What?” she said coldly, taking Neptune by surprise. “Oh…umm…it’s just that the rest of us are heading downstairs now if you wanna come?”  Weiss gave him a cold look Neptune was unaccustomed to seeing from Weiss, at least directed at him. “I’ll wait for Sun to come out of the shower. You three can go on ahead.” Neptune looked a little dejected, but was still concerned about Weiss. “Are you o-“

“ _I’M FINE”_ she replied, with more force and frost than intended. At this point, Neptune seemed to have gotten the message, and began backing up slowly towards the door. “A-alright. I’lllll just see you downstairs then.” He opened the door and quickly closed it behind him, sighing once the door was shut.

“Ice Queen not coming with us?” Sage said, standing a few feet away with Scarlet as the two looked at the retreating Neptune.

“She’s gonna wait for Sun to come out. I think she wants a little privacy.”

“Do you think that’s wise?” Scarlet said, looking pensively at Neptune “Ozpin said not to let her out of our sights.”

“Yeah well, I think that’s what’s driving her to be so catty.” Neptune said defensively. Sage chuckled at this “Dude. It’s Weiss. She’s _ALWAYS_ been catty, and now you’re just seeing it.”  
  
Neptune shot him a dirty look before motioning the two to follow him as they went down the hallway.

* * *

Back in the dorm, Weiss had her hand grasping her forehead, disgusted at her behavior. She hadn’t meant to snap at Neptune like that. It was just that she was under so much stress. Having her teammates and the majority of her friends in quarantine, being stuck in a room full of guys, and the imminent arrival of her sister were taking their toll on the heiress.

And that all paled to what was happening to her body.

She had noticed her breasts growing sore the second day she had been staying with SSSN, and when she had inspected herself in the mirror last night, her breasts had become so big even her biggest bra felt tight on her. Worse still were the urges and thoughts that soon followed; her skin felt like it was on fire, and she had found herself eyeing her would be guardian’s bodies more than she would ever admit. Of course, she would never admit, much less act, on these actions. Weiss was a proper lady, and whatever was happening to her, acting like some common whore would not help her. _No matter how good it might feel to have Neptune ride her-NO_ Weiss shook her head, trying to perish the thought. She re-read the letter again, trying to focus on the words on the page, and not her throbbing chest or tingling cunt.

The bathroom door opened, and Weiss instinctively turned to look, though the sight caused her jaw to drop. Sun Wukong strolled out of the bathroom, towel draped over his shoulders, his hair messy despite his recent shower, his abs glistening with a few beads of water, and his penis hanging freely for Weiss to see. Sun was nearly in the middle of the room before he realized he was not alone.

“GAHHHHG WEISS!” Sun shouted, quickly covering his crotch with his hands as he saw the Schnee staring at him. Weiss however, could only stare as she felt all the mental and physical pressure that had been building up, eager to be released but never given, finally found its breaking point.  “I’M SO SORRY! I-I HEARD THE DOOR CLOSE AND THOUGHT YOU WENT OUT WITH THE OTHERS SO I TH-“ But whatever Sun had thought he never got to say, as he was slammed against the wall,  forced back by a large Glyph. As the initial shock wore off, Sun felt something cold surround his limbs, and looked to see his wrists and ankles had been encased om Glyphs. The Glyphs pulled Sun’s limbs away from each other, placing them on the wall and leaving the monkey faunus spread eagle with his back to the wall, and his member on full display.

“Look Weiss, I know this looks bad” he said, as the heiress began walking towards him, her sword drawn and pointed at him. “But you have to believe me, I didn’t-“but once again, Sun was interrupted. This time though, it was because his lips had become interlocked with Weiss’s own.  Sun’s eyes went wide as he felt the heiress’s tongue force its way into his mouth, and strained against the bindings to try and get Weiss off of him. But it was no use, the Glyphs held firm. Weiss removed her mouth from his, giving Sun a chance to catch his breath and get a good look at his captor. Weiss’s eyes had become pure milky white instead of their usual icy blue, her mouth hanging open as she panted and she eyed Sun with a hungry look. With a sudden shredding noise, Weiss ripped her top off to reveal her bloated breasts, a small amount of milk dribbling from her rigid nipples.  
  
“Crap, not you too Weiss!” Sun said, realizing what had happened to the heiress as he desperately tried to get free, all while trying to ignore his hardening member “C’mon Weiss, you gotta snap ou-uuuuuuuuuuhhhh god”, this time, his protests were stifled by a moan, as the huntress dropped to her knees and wrapped her lips around Sun’s member, hungrily forcing his girth into her mouth. Weiss stared at her prey as she bobbed her head back and forth, feasting on Sun’s phallus while her breasts leaked creamy milk down her supple frame. The heiress herself, felt nothing but pleasure as she sucked Sun’s dick, her body and mind set on a singular goal: satisfaction. Her hands pulled her skirt down, revealing her soaking thighs, her clitoris quivering with anticipation as one of her hands plunged into her pussy.  She felt Sun’s shaft twitch and instinctively forced her mouth all the way to the base, while using her tongue to lavish attention all around the cock.  Sun clenched his fists as he felt himself cum, strands of steamy sperm  being swallowed by Weiss, who moaned as her body shuddered with orgasm as well, the cum from her pussy leaving her hand and the floor under it a drenched mess. But none of it mattered to Weiss. She needed more, and as she removed the still hard dick from her mouth, she could see her subject was still able to satisfy.

Sun, meanwhile, was desperately trying to free himself from his bondage. He had hoped, perhaps foolishly, that Weiss would tire herself out after orgasm, or at the very least lose enough Aura to allow him to break free, but as the heiress stood in front of him, he realized that was not the case.  Weiss ogled Sun with her pure white eyes as she removed what fragments of clothes she had left.  As she approached Sun again, he felt the heat radiating from her, and as her folds brushed against his rigid rod, he knew what was to come, though he was powerless to stop it.

Weiss moaned in pure ecstasy as Sun’s cock sheathed itself inside her cunt, milk spurting from her dark nubs. She eyed Sun with a hungry look before plunging into a kiss, her tongue invading Sun’s mouth with wild abandon. Weiss’s hips began to move up and down, the horny heiress relishing in the feeling of fulfilment that came with each thrust. Over and over she threw herself onto Sun’s rod, her gryations becoming faster with each thrust. Sun meanwhile could only close his eyes, trying not to think about what was happening, or how good it felt.  He knew it was wrong, that Weiss was out of her mind, and she’d never do this in a million years if she wasn’t infected. But that didn’t stop her pussy from gripping his dick tightly, nor did it stop the milk from her now C-cup breasts from coating his abs in the white creamy substance. He winced as he felt something sharp prod his shoulders, and cautiously opened one eye to see one of Weiss’s hand clutching his shoulder, her long well-kept nails digging into his skin. The other hand still held her rapier, her Aura maintaining the bondage that kept Sun in place. He felt the walls of Weiss’s pussy tighten further, signaling her imminent climax. Weiss felt it too, and sped up her movement, eager to feel satisfaction. The smacks of flesh colliding filled the room, until Weiss’s orgasm finally arrived. She moaned into Sun’s mouth as her body screamed out in pleasure she never knew existed.  Milk shot from her nipples like a firehose, while her legs were soaked in the juices that flowed from her pussy. It was too much for Sun, and he felt his knees go weak as his member shuddered, shooting load after load of cum into the heiress. The faunus’s body drooped as his penis slunk out of Weiss’s snatch, the Glyphs preventing him from falling onto the floor. Jizz oozed from Weiss’s cunt as the heiress came down from her orgasm. She eyed the faunus excitedly, her appetite nowhere near sated as she watched his dick twitching back to erectness.

“Hey Sun!” the dorm room opened, and Neptune Vasilias walked into the dorm, his teammates Sage and Scarlet following him “How long does it take you t-“ he stopped as his eyes took in the scene of his best friend and the girl he’d been eyeing for weeks, apparently just finishing some kind of crazy bondage sex. Sun and Weiss turned to look at their new arrivals, a look of horror on the former, and a look of hunger on the latter.

“Run!” yelled Sun, trying to right himself back to a standing position “Get Ozpin! Tell him-“but Weiss’s reaction was quicker. Her sword shot out, creating a Glyph that forced the three newcomers to fall over deeper into the room.  Neptune heard the door slam and looked up to see Weiss staring at him, her eyes a milky white, and her smile akin to that if a wolf in a henhouse.

Within minutes, Weiss was feasting upon all four men, each bound with Glyphs while the heiress was awash with pleasure. Neptune was pinned to the floor, his penis sheathed in Weiss’s snatch as she bounced up and down in unadulterated bliss. Sage’s massive member was shoved into her ass, the Glyphs pushing him back and forth as her asshole was spread wide. Sun’s dick was wedged between her engorged tits, her breastmilk spurting out with each thrust. Finally, Scarlet had his cock lodged in Weiss’s mouth, sucking off the boy and loving the somewhat spicy taste of him.  She feverishly worked each cock, enjoying the taste and feeling as much as she did each boy struggling to break free.   _Mouth…Tits…Ass…Pussy…_ sexual energy ravaged her body, coursing freely after being cooped up for so long. Such depravity would have, _should_ have revolted Weiss, but now even this sexual gratification almost wasn’t enough to satisfy the sex crazed Schnee… _almost._ She felt Neptune twitch underneath her and groaned against Scarlet’s cock as Neptune’s cum filled her insides. Her back arched as her vaginal walls clenched in climax, allowing Sun and Scarlet’s rods to slip free and coat Weiss’s face with ropes of sticky semen.  As Sage’s phallus filled her with his seed, Weiss screamed in ecstatic bliss, every nerve in her body crying out in an orgasm so overwhelming, so all-encompassing, that it broke whatever consciousness she had left. Weiss collapsed onto Neptune’s chest as her Glyphs finally dissipated, cum and breast milk splattering against Neptune’s coat. Team SSSN looked at each other with a look of shock and horror, each trying to rationalize what had happened, and trying to comprehend that it had happened at the hands of the _once_ prim and proper Weiss Schnee.

**Notes for the Chapter:**

> Hello all,
> 
> This chapter comes a little later than I would have liked, but considering I had a move and started a new job while writing it, I consider it still within the bounds. But with that Weiss joins the rest of Team RWBY is quarantine. And we're off to the see some villains next! While I have my own thoughts on the order, I'd like to hear from the audience on who'd they want to see first. Sneaky Emerald? Mastermind Cinder? Or Mute Neapolitan? Let me know in the comments below, as well as your thoughts on the chapter, or anything else you'd like to see from me.
> 
> Until next time,  
> Thanks for reading!


	12. Chapter 12: Crime Doesn't Pay

      Mercury hopped up the stack of boxes that lay besides a seemingly abandoned warehouse. After a quick glance around to see no one watching him, he turned over one of the boxes, revealing a secret entrance to the warehouse. Mercury crept into the hole, resetting the box behind him. He walked into the warehouse towards a small table, where his comrades Cinder Fall and Emerald Sustrai were waiting for him.  Rules had never stopped the three before, and they weren’t about to let something like a quarantine get in the way of their plans, especially when it could be beneficial.

“Well, anything new to report at Beacon?” Cinder said, the dark haired girl looking expectantly at the boy as he sat down at the table.

“Just that Weiss Schnee is the latest person to get sick.” Mercury said, “I watched them drag her out of the dormitory to the main office. The bitch was practically feral; from what I saw, she was hauled off bound to a stretcher, trying to claw her way out.”

Emerald turned from Mercury to look at Cinder “So what do we do?”

Cinder gave a devilish grim, rising from her seat at the head of the table “If they dragged her to the main office instead of the hospital, it means something’s up. I think it’s time we see just what this infection is.”  
  
“You sure about that?” Emerald asked “I mean, there’s a chance of getting infected.”  
  
“Not if we act rationally.  We only need proof of something going wrong in at Beacon. Once we get that, we go to the press, and bring Ozpin and the entire academy down.”  
  
Emerald and Mercury nodded, the two knowing they had little choice. “Now,” Cinder said, rolling out a map of Beacon’s main office, the schematics procured from her escapades during the dance “here’s the plan…”

* * *

 

As night fell on Beacon Academy, Cinder Fall and her associates made their way into the main building of Beacon. While the other two worse their usual clothes, Cinder had on a black stealth suit similar to what she had worn when she attacked the CCT tower. Their progress to the tower was slowed though, by the Atleasian troops who were supposed to be guarding the entrance and enforcing the curfew. But thanks to their skills and Semblances, the three were able to get to the large elevator, riding it down to the lower bowels of Beacon. The doors opened and Emerald and Mercury peeked out of the elevator, searching for guards. “All clear, what’s the plan Cinder?” Emerald said, turning to look at Cinder. But to the green haired girl’s amazement, Cinder stood in place, as if transfixed by something.

_She is here._ Cinder could feel the power inside her pulse, reaching out for its other half. And that other half was here, somewhere, calling out to Cinder.  That sensation, like a hole yearning to be filled, was all Cinder could think of. She had to get it. She had to be complete. She had to become the Fall Maiden.

“Cinder!”  
Cinder snapped back to reality, shaking her head quickly to get some sense back into her head. Emerald and Mercury were staring intently at her, causing her to speak up. “We’ll spread out, and meet back here in thirty minutes.”  She bit her bottom lip, trying to feel out where the power was. Left. “You to go right, and split up the first chance you get. I’ll take the left.” The two nodded, and set off, leaving Cinder to walk down the corridor in the opposite direction, a wicked grin on her face.

 

Cinder followed her instincts, trying to find where the power was. She could feel the power was somewhere beneath her, but how to get down was going to be the real issue. Cinder heard a door opening near her, and quickly hid behind a corner. Peering behind it, she saw a figure walking out the door, a gas mask over their face. The figure removed the mask, revealing the face of Professor Ozpin. “Tell the general I’ll be right up” he said, before walking away from Cinder’s location, the door completely open. Grinning devilishly, Cinder waited a few seconds before slinking into the room. Closing the door behind her, Cinder looked around to find a small laboratory, a few beakers and containers of Dust on a small table. Moving over to the table, Cinder inspected the mixtures, picking one up while trying to figure out what they were. Looking over the table, she found a stack of notes, which she picked up and started sifting through. Her eyes widened as she read through the first page: whatever had been affecting the students of Beacon had been causing them to lactate at a near uncontrollable rate.  The teachers had been working on a cure, but the progress seemed to be going slow.  “So this must be an antidote…” Cinder mused looking at the pink mixture she was holding.

                A moan pierced the silence, causing Cinder’s arm to jolt, the tincture spilling across her top. Frowning slightly as she wiped the Dust off her, Cinder looked around to find what had caused the moan, only to find herself alone in the room, though there was a window. Cinder found this odd, as this was supposed to be an underground facility. _Why would they need windows down here?_ Cinder mused, as she walked over to the window.  Looking out the window, Cinder gasped as she put a hand over her mouth. She was looking down at a large room, where several females were all hooked up to milking machines, their massive breasts pulsing as milk flowed from their nipples into large tubes, which flowed down into the ground. She could see several faces she recognized, the insufferably naïve Ruby Rose, her blonde bimbo of a sister, the once prudish Gylnda Goodwitch, the champion fighter Pyrrha Nikos, along with many others. She felt her chest tighten as she watched the girls being milked like cattle, entranced by the scene below.

She felt another pulse from the power, and shook her head, getting back to the task at hand. She dropped the beaker and took the notes with her as she left the room, searching for a staircase that could lead her down. While she had what they had come for, the chance to fully become the Fall Maiden was too great to pass up. She thought back on that day as she scurried through the halls, thinking of how she brought the Fall Maiden to her knees. How she dominated her. Cinder mewled as the thoughts wound through her head, progressively getting more erotic as they continued. She imagined herself toying and teasing the girl, Cinder’s pale skin standing out against the dark skin of the former Maiden. She imagined pressing crotch to the girl’s face, ordering the defeated girl to lick her pussy. She loved the way her tongue felt, pressing against her folds. The sensation caused Cinder to moan, head rolling back in ecstasy. Her eyes looked up at the ceiling, her fantasy dissolving rapidly as she heard footsteps approaching. Looking around quickly, she found an open door and crept inside, closing it behind her quietly to avoid suspicion. She listened at the door, chest pounding as the footsteps neared her. Luckily though, they went right past her, causing Cinder to have a small sigh of relief.

Checking her surroundings, Cinder realized she had snuck into a small one man restroom. As she started to relax, she realized she was having a bit of trouble breathing. It was then she realized just how tight her stealth suit really was: The Dust made suit clung tightly to her body. She felt her rigid nipples tent against the tight fabric, her body sweating despite the relative coldness of the bathroom. More interestingly of all though, was the fact that her top’s zipper was now far lower down her cleavage line than she had remembered. She attempted to zipper the suit back up, but found herself struggling to get it up past her breasts, which jiggled with such force that she nearly moaned again. Setting down the notes, she grabbed the zipper in one hand, and used her other arm to try and force her breasts to behave. This backfired spectacularly though, as the touch of her arm on her boobs pushed them over the edge. Her eyes went wide as she felt something wet on her nipples. “What?!” She exclaimed, forgetting everything else and removing her top to figure out what had happened. Unbeknownst to her, the vial of Dust was not an antidote, but a replication of the original formula that had caused the whole debacle.  While she hadn’t gotten on any of it on her body, it did get onto her Dust enhanced clothes,  which acted as a conduit and affect Cinder indirectly.

She exposed her breasts from her top, the pair easily a cup size larger, and leaking profusely with white milk. She panicked, her mind racing with what to do as her legs shook with pleasure. _Salem!_ She thought, _she’d be able to help me,_ Cinder reasoned. It was Salem who had found her, trained her, and taught her everything she knew. She was wise, powerful, imperious… _perfect._ Cinder’s thoughts began to wander again, this time imagining Salem’s naked body, her pale skinned form beckoning Cinder forward. She pictured the powerful witch’s pale hands running over her transformed body, making Cinder shudder and drop to her knees. Cinder hands went to her engorged tits, moaning as milk poured from her dark nipples onto the tile floor.  She should have been horrified at what was happening to her, but more and more, she found herself lost in a sea of pleasure. Her hands dove into her pants, pawing at her damp pussy with both hands. Cinder’s head swam in ecstasy, and she landed on the floor, her fall cushioned by her ever growing tits. She bucked her hips against her cunt, her breasts covering the floor with milk as they rubbed up against the tile.  She moaned in short, rapid, gasps as her vision blurred in bliss, her long black hair becoming disheveled as she came closer to orgasm.

“YAGGHHHHHH!” With one final thrust, Cinder came, juices squirting from her vagina, covering her hands and arms in cum. Milk poured from her tits like a faucet, covering the tiles in the once proud mastermind’s lactate. She panted, her mind still reeling from the orgasm, her Dust made stealth suit covered in her own liquids, and every nerve in her body firing off in ecstasy.

“Well well well, what have we here?”

Cinder looked up at the voice though the mess of her hair. Though her vision was still hazy. She could make out a figure in a dark suit, with gray hair on top of his bespectacled face.

_Ozpin…_

* * *

 

“It’s good to see you again, Amber.”

“And you as well, Ozpin.”

The two sat in Ozpin’s study, conversing and drinking coffee. Amber sat tensely, the scars on her body given to her by Cinder still showing as she drank coffee. It had been a few hours since she had woken up, and she had so many questions.

“Is she-“Amber started, but Ozpin cut her off. “Your attacker has been dealt with. After we incapacitated her, we were able to restore your powers with the help of Atlas technology. You’re safe for now, but we’ll need to keep you close for a time being.” Amber sighed, relieved but still slightly tense. She took another sip of her coffee, as Ozpin continued. “Are you feeling alright Amber? What happened to you is not anything I have ever seen, and there may be complications we don’t yet realize.” Amber placed her coffee back down on the table before speaking “Nothing as of yet. Though if I feel anything change I-agh!” The sentence was left unfished as Amber gripped her chest, a burning feeling blossoming inside her. It was unlike anything she had felt before, the sensation localizing in her upper torso with a pleasurable warmness. “Oh dear” Ozpin said, causing the Fall Maiden to look at him with shock. “I was afraid this might happen” he continued. He had hoped that whatever version of the mutagen he had been working on would not transfer over when they had done the transference.  He had hoped that it would stay in the girl now chained up with the other, moaning with reckless abandon as her tits were milked.  But naturally, fate dealt a cruel hand. “Miss Autumn” Ozpin finally said, standing up and walking over to the elevator “I think it best that you come with me.”

**Notes for the Chapter:**

> Hey everybody,
> 
> While I was a little late on this one, I blame Februray for being a short one. Boo on you Februrary. Anyway, this chapter also marks about a year since I started this whole fan-fic. To those who stuck around since the beginning, thank you. To the newcomers, thank you as well. Anyways, with Cinder now joining the farm of people being milked (and Amber soon to join her) Emerald will be coming up next, followed by Neo. Until then, keep on reading and let me know anything else you'd like to see from me.
> 
> Thanks for reading!


	13. Chapter 13: Crime Doesn't Pay, Part 2

Emerald walked briskly through the halls of the facility, having already split from Mercury as Cinder had ordered. Her eyes shifted back and forth, looking for anything to grab and get out of here. She didn’t want to be here any longer than she had to be, the idea of being infected unsavory. She had heard rumors of what had happened to those girls, and didn’t want _that_ happening to her. Turning a corner, she found an open room near the middle of the corridor, a light shining from it into the dimly lit hallway. She moved stealthily towards it, cautious of anyone or anything that might see her.

She peeked into the room, poking her head around the edge of the opening. The room was blank for the most part, no furniture of any sort on the floor. The walls were another story though, as Emerald saw numerous small grooves in the metal wall. _Secret compartments_ she thought, slipping into the room to get a better look at them. She edged up to the walls, and ran a hand over one of the panels.  As soon as the she did though, a blaring siren rang through the room, and she wheeled around just in time to see the door slam shut, locking her in the room.

“Wait!” Emerald said, running towards the door and banging her hands against the metal “Let me out! There’s someone in here!” Gone was any pretense of stealth, Emerald’s only desire now was to get out of this facility. She heard the opening of panels, and turned to see something that filled her with dread. The panels had opened, revealing several vials and glass beakers protected by glass panes with several holes in them. But more worrying was the white gas that was slowly billowing from the ceiling, descending to the floor and slowly filling up the room. Emerald wheeled around to the door again, desperately trying to open it, or at the very least get someone’s attention. But it was no use; the metal door held fast against her tugging, even when using her Aura to try and knock it down. She coughed a little, realizing that the gas had reached her, and franticly covered her mouth, holding her breath in the vain hope that the gas would pass. But in the end, it was her lungs that gave out first, causing Emerald to take big gasps as she tried to regain her breath.  She head spun from the combination of the gas and lack of oxygen, and her chest felt like it was on fire.  Her breasts began to expand, the flesh of her tits pushing against the tan top she wore. Her dark chocolate areolas began to poke out from the top of the fabric, her inverted nipples hidden within the expanding flesh. A few moments later, the cloth gave way all together, ripping open and exposing Emerald’s bloated boobs to the room. Instinctively covering herself, Emerald’s hand brushed against her engorged breasts, causing her to moan and fall to her knees as her nipples popped out, a small trail of milk dribbling from them. Emerald stared in shock and horror at her tits as her nipples quivered in pleasure. Her nipples rarely came out, and that usually happened when she was aroused. _What have they done to me_? She wondered, as she lay panting on the floor, her legs trembling like gelatin.

“What’s going on here?!”  
  
Emerald looked up to see a hitherto unseen glass chamber, where a woman Emerald recognized as one of Beacon’s teacher’s was looking down at her. “What did you do to me?!” Emerald shrieked, glaring at the teacher above her. “What did I do?” Peach asked “This area is supposed to be off limits! What are you-“but she was stopped as a message popped up on a nearby screen. She turned to open up the notification, whereupon the face of Professor Ozpin appeared on the screen.

“Professor Ozpin” Peach said, surprised “What can I do for you?”  
“I’m afraid that we have caught someone trying to infiltrate the premises” Ozpin exclaimed “We are putting the area on lockdown while we try to ascertain if the culprit was working alone of in a group.” Professor Peach raised her eyebrows, shooting a brief glance at the girl who had entered one of her test chambers, before turning back to look at Ozpin. “Funny you should mention that” she said, “I just had someone sneak into one of my test chambers and get a dose of the mutagen.” She turn the screen towards the window, so that Ozpin could see Emerald. The girl’s breasts were leaking a small trickle of milk each time she exhaled, and a patch of wetness was growing from her crotch as she desperately tried to fight back the sexual urges she felt. “I don’t suppose you would mind if I used this girl as a test subject?” Peach asked, as she turned the screen back to look at Ozpin “I have some new potential antidotes that I would love to try out.” Ozpin pondered this for a moment before responding to the Professor. “Very well” he said, nodding at the request “I think that would be an apt punishment for now.”  The computer window with Ozpin’s face on it closed, leaving Peach to stare at the screen.  She began to press buttons on the computer’s keyboard, causing several metals arms to come out of the walls in the room below, each ending in a grasping claw.

Emerald stared in horror as the metal arms extruded themselves from the walls. She stood up, wobbling a bit from the extra weight in her chest, and desperately tried to back off as the appendages came towards her.  But the additional weight in her chest caused her to fall over, milk spurting from her nipples as they collided with the hard, cold ground.  This caused her to moan, though the moan turned into a yelp as one of the arms latched around her leg. She turned in an attempt to pry it off, but this only caused her arms to be easy targets for the other claws. Soon enough, each of her limbs were restrained by a metal claw, and through she franticly tried to struggle out, this only caused her swollen tits to bounce and sway, milk dribbling down them as she did. “Now now,” Peach said, pressing several more buttons on the console “Resisting might cause more trouble.” “Screw You!” Emerald shouted, trying to focus on using her Semblance to make Peach hallucinate. But the growing dampness in her pants and the pressure in her chest was making it difficult. Two more arms extended from the walls, each containing a syringe with a blue liquid in them. “W-what are you gonna do to me?!” Emerald asked, resuming her feeble attempts to break free. “Hold still” Peach said, flipping a switch which cause the tendrils holding Emerald to go taut, holding the dark skinned girl spread eagle. One of the arms not currently holding onto Emerald had its claws retract, replacing it with a bladed edge. The knife moved around her body, removing the clothing from her body, completely exposing her as her clothes fell to the floor in tatters. “Now then: Beginning Cure Test 03. Subject is student who has snuck into testing facility and was infected in the process. Subject has moderate swelling, and is ready for testing. If my theories are correct, potential cure _should_ counteract the mutagen.” Peach said, as the syringe holding arms neared the milk filled tits of Emerald “And if not… well, consider it punishment for breaking school rules.”

The needles drove forward, pressing themselves into Emerald’s flesh. Emerald threw her head back in a mix of pain and pleasure as the syringes filled her breasts with whatever Professor Peach had concocted. The needles retracted, removing themselves from Emerald’s breasts with a slight pop.  She brought her head back to a normal position, her eyes wide with horror as she looked at her slightly pulsing breasts.  The leaking had stopped, but her boobs did not seem to be getting any smaller. If anything, they seemed to be growing; Emerald feeling soreness and pressure as they pulsed. But it was hard to tell, as her vision grew blurry as her entire body began to heat up. She moaned as her eyes rolled back in her head, her entire body trembling with pleasure in the metal arms which held her.

Peach kept looking back and forth between the girl and a nearby screen, monitoring Emerald’s reactions. “Hrmmm, subject still seems to have extensive breast growth and milk production” Peach said, studying the charts on the screen “Seems the counteracting agents all canceled each other out, save for the lactation inhibitor.” Peach paused, tapping her foot as she thought of the next steps to take. “Let’s see how big you can get” she finally said, looking towards Emerald, whose breasts had already become as big as Glynda’s had been before this whole debacle, and they showed no signs of stopping.

Emerald meanwhile, thrashed against her bindings, her breasts slapping against her body as she moved, growing bigger by the minute. _Why won’t they stop growing…_ she dimly wondered _and why do they feel soooo goooood._ She had never experienced anything like this. All of her time on the streets, all of her time with Cinder, none of it could have prepared her what she faced now. Her entire body felt like it was atop a furnace, with the heat situated on her now massive tits and her crotch. She could feel herself coming close to orgasm, her cunt dripping and practically screaming for release. Her tits were no different; now the size of watermelons, they jostled about as Emerald struggled, her dark chocolate nipples erect and quivering in delight, eager to lactate but inhibited. _Whyy can’t I cummmmmmm…._ she thought vaguely. She wanted to cum, she _needed_ to cum, and for what felt like an eternity, she was held on the edge, struggling to finish herself bound as she was.  But in the end, with her boobs easily the size of large pillows, the dams finally gave way.

Milk blasted from her nipples, spraying the glass of Peach’s research station with force that made the glass shudder. “YESSSSSSSSSSSSSSSSSSSSSSSSSSHHH” Emerald screamed, finally orgasming after what seemed like eons (though was probably closer to an hour). Her tits continued to gush milk, incapable of stopping after so much had been made, and her legs were drenched with the fluids of her squirting sex. Every nerve in her body pulsed with ecstasy, and she writhed in her bondage, shuddering and continuing to cum in the most intense orgasm Emerald had ever encountered.  Eventually, the blast turned into a trickle, and Emerald was left, held up by robotic arms, her massive tits drooping slightly from lack of milk, head looking downwards with unfocused eyes, and still twitching in delight.  “Subject has finished orgasming” Peach said, a little taken aback from how fierce an orgasm it was “Estimated 1.7 liters of milk created. Subject seems to have passed out from orgasm. All in all, Cure Test 03 is a failure. Shame too, I had high hope for that one.” As she hung there, Emerald groggily raised her head, her vision still blurry, and looked at the mess she had made. _Cinder…_ she thought hazily _Mercury… please…save me…_

* * *

 

Mercury grunted, cumming for the who knows how many’th time. He had snooped around the corridors, eventually coming across a marked door with DANGER emblazoned on it.  Not being one to listen to authority, Mercury had foolishly forced the door open, revealing the naked form of Weiss Schnee.  The heiress had pounced on him, shredding his pants off and mounting him, forcing him down to be ridden and fucked. Not that mercury had minded, at least, at first. “Ya know,” Mercury said woozily “I think I’m starting to understand that phrase ‘the spirit is willing but the flesh is weak.’” But Weiss did not care, eagerly humping the boy, inadvertently shutting down the third would be thief.

**Notes for the Chapter:**

> Hey all
> 
> I'm back, with another chapter of milky goodness, featuring Emerlad (and to a lesser extent, Mercury). Sorry for the late entry. I had hoped to finish this one before April, but sadly got caught up in other projects. Unfortunately, due to the lateness of this chapter and several IRL things, I don't expect to start the next chapter for a while, with it being finish sometime in May. That being said, thank you all for reading, and if you liked what you read, be sure to bookmark and comment.


	14. Chapter 14: Crime Doesn't Pay, Part 3

“C’mon, I’m not paying you goons to stand around all day!”  
  
Roman Torchwick stood in the middle of a sewer, several goons moving boxes to and fro. It had been days since Cinder had contacted him about the plan she had. The black haired bitch heard something was going on in Beacon’s underbelly and wanted him to dig into the area from the sewers. But since then, he hadn’t heard anything from Cinder, or even her two patsies; Emerald and Mercury. So Roman had gathered a few of Junior’s goons, brought them into the sewers, and had them creating a passage into Beacon. The work had been slow, so Roman was looking into something to speed up the process…

“Um sir?”

Roman looked at the goon who had spoken to him. “I hope you’re disturbing me because you idiots are finished.”

“Well… we are sir,” replied the goon “the charges are all set up.” Roman smiled, and began to walk towards the tunnel.  The hole they had made in the sewers was massive, easily big enough for an Atleasian Paladin to fit through (just in case).  Roman walked down the passage that had been made, impressed with the work Junior’s hired goons had done. He came to a stop at the end of the tunnel, where a large metal plate impeded any further progress.  The plate had been rigged with half a dozen explosive devices, each of them capable of stopping a truck. “That should be enough to bust in” Torchwick mused, attaching the fuse wires to the explosives.  Leaving the tunnel, Torchwick walked over to a small table, where a girl patiently waited for him, a silver briefcase in her hands. She wore a white jacket with a pink interior, a curvaceous brown corset that exposed her hips underneath.  Black and White high heels covered most of her legs, with a pair of brown pants covering up the rest of her slim legs. Her eyes changed from pink and white to brown as she smiled, holding out the briefcase for Torchwick as he approached.

“Alright Neo” he said, opening the briefcase to reveal a detonator “Let’s start the fireworks.” The girl grinned as Roman connected the detonator to the fuse wires, before the two took several steps back from the tunnel entrance. The two stood near the edge of the sewer’s walkway, water coursing through the middle of the sewer as Torchwick held the detonator, thumb on the trigger button. “And here…we…go!” Roman pressed the button as he said the last words, and pleasantly heard the sound of half a dozen explosions going off. But the smiled faded as an odd sound began to emanate from the hole, coming towards them rapidly. “Is that…running water?” Torchwick asked, before his thoughts were confirmed. A rush of white liquid came barreling through the small tunneling, knocking both Torchwick and his mute assistant into the water below.

 

                Torchwick broke the water panting and coughing, caught completely off guard from the flood of liquid.  He found his cane floating next to him in the mix of sewer water and whatever white liquid that had come out of the hole. Grabbing the cane and tucking it under his arm, Torchwick swam to the edge of the sewer and hauled himself out.  It was only after a moment of panting that he turned around and saw a black gloved hand flailing in the water. “NEO!” Torchwick shouted, raising his cane and pressing a button on the cane’s side.  The tip of the cane shot forward, landing near Neo’s flailing hand in the water. The hand grabbed onto the cane tip, and was slowly reeled in as Torchwick fished his partner back to land.

Neo flopped face first onto the side of the sewer, panting as Torchwick looked her over. The girl was soaked from head to toe; white coat stained with sewer water, and her tight pants clinging to her small frame. The girl turned over, allowing Torchwick to see how the front of her shirt clung to her body, the orange haired crook barely able to make out the girl’s erect nipples. Neo began to get on her feet, struggling as her legs shook like gelatin, but only managed to get on all fours before coughing up liquid, her chest tight and body on fire despite the coolness of the water.   
  
“What the hell was that?!” Torchwick shouted, looking at the hole they had spent days making, a small trickle of white liquid flowing from it.  He sighed, taking his hat off and dumping the water that had accumulated in hte hat, water dripping from his entire body. Looking around, Torchwick didn’t see any of Junior’s goons, causing him to grumble. “Lousy freeloaders” he said, taking off his boots and dumping around a cup of water from them “these ones weren’t worth half of what I paid for.”  After putting his boots back on, Torchwick grimaced “Well, we better get out of here before someone shows up, right Neo?” He turned to his mute assistant, and was shocked by the sight of her hands stuck inside her drenched pants, furiously masturbating. Neo’s tongue lolled out of her mouth in bliss, eyes crossed while she continued to thrust her hands into her soaking slit. Her body racked with the fires of pleasure, chest and cunt aching with need and heat. She could feel her breasts growing with each passing moment, the pair snapping her bra as they pressed against the wet shirt.  Torchwick watched as his assistant masturbated without a care in the world, her blossoming bosom causing one of the buttons on her shirt to burst forward. All in all, it was a scene that caused Torchwick’s cock to bulge in his own pants.  Faster and faster Neo’s hands moved, bringing her body closer to orgasm while her breasts continued to grow until they rivaled the pair Glynda once had. With one final thrust, Neo gave off a silent scream as the orgasm hit her like a truck, every nerve in her body pulsed with pleasure while cum drenched her hand.  Limbs gave way as they shook in ecstasy, causing Neo to collapse onto her new endowments, the pair of tits leaking a steady stream of milk underneath the shirt. She lay there panting, vision coming in and out of focus as her limbs twitched, the mind-breaking orgasm wearing off. From what seemed like miles away, Neo heard a sound fill the sewer, and through her blurry vision she saw Roman Torchwick slowly clapping as began to walk around her.

“Well well well, you certainly are acting like a naughty little whore Neo” he said salaciously, stopping as he rounded Neo, now staring at her ass “But I have a feeling you want more”. Neo felt her soaked pants being pulled down to her knees, exposing her delectable derriere and thighs to Torchwick.  She bit her bottom lip as a groping hand brushed the folds of her slit, her body shuddering in delight. “Ohhh yeah,” Torchwick, rubbing Neo’s slit with one hand as he used his other hand to pull his own pants down “You want it real bad don’t you?” Torchwick asked, slapping his stiffening shaft on Neo’s ass. The mute girl turned to her partner, nodding furiously with eyes that begged to be fucked.  “Alright then, wish granted!” Torchwick grunted, as he slammed his cock into Neo’s pussy. Her mouth flew open in a silent moan as her walls were spread wide by Torchwick’s member. Torchwick pulled his hips back before slamming them back into Neo, pressing his cock deeper into her folds. He ripped open Neo’s shirt, causing her large breasts to break free. “Well what do we have here?” Torchwick asked, grabbing hold of the two tits, causing a spurt of milk to emanate from them. Her entire body was alight with pleasure as Torchwick continued to fuck her; pussy cumming constantly as the walls clamped down on the invading cock, her tits spurting milk with each thrust, growing bigger with each passing moment. Her eyes rolled into the back of her head, tongue lolling out as Torchwick continued to fuck her. All thoughts, all worries dissolved as her mind broke, the all-encompassing pleasure racking her body with unadulterated ecstasy. Torchwick for his part, felt nothing but ecstasy as his cock slid in and out of Neo’s wet pussy. Faster and faster he went, enjoying the way her cunt gripped in his cock. He felt his orgasm approaching, and increased the speed of his rutting. “Here…we…go!” Torchwick grunted as he gave one final thrust, a load of hot cum flowing into her slit. Neo let out a silent scream as the cum filled her insides, milk shooting from her dark nipples like a firehose while every nerve in her small body cried out in pleasure. Her legs gave way, causing Torchwick’s cock to slip out of her pussy and fire off a burst of cum onto her back. Neo lay sprawled out on the cold ground, her eyes unfocused from having passed out from the orgasms. Cum drooled lazily out of her vagina, and milk oozed from her massive tits.

“Well then,” Torchwick said, panting slightly “that certainly happened.” He certainly wasn’t complaining about having sex with Neo, or her now watermelon sized breasts. But there were a lot of questions still up in the air, and Torchwick knew he didn’t want answers to half of those questions. _Could this be what Cinder was trying to get?_  He wondered to himself. His thoughts turned dirty though, imagining his cock pumping in and out of Cinder’s tight pussy, her breasts as big as Neo’s were, all while the black haired bitch crying out like a whor-  
“FREEZE!”  
  
Torchwick’s musings were suddenly brought to a close. Several Atleasian soldiers had surrounded him and Neo, all guns focused on him.  
  
“Gentlemen…” he sighed, knowing when to fold his hand “can you at least let me pull my pants up?”

* * *

 

Ozpin stared down at the brackish water, a grim look on his face. Behind him, several Atleasin soldiers investigated the scene, ascertaining the damage dealt. James Ironwood approached his fellow headmaster, looking apprehensive.

“The explosion blew a hole in one the tanks.” Ironwood said “All of that milk is now in the sewers, which means-“  
  
“In a few short hours, the mutagen could be all over the city of Vale” Ozpin interrupted. “I am fully aware of the gravity of the situation.

“And what do you suppose we _do_ , Ozpin”  
  
“Whatever we can.” Ozpin turned from the sewer “Question the man your soldiers captured. Find out what he knows. I’ll speak to the council.” Ozpin frowned at the thought of dealing with the council before turning back to look at Ironwood “with any luck, we can stop this before it grows beyond our control.”

**Notes for the Chapter:**

> Hello everyone,
> 
> With that, not only is Neo now infected, but the entirety of Vale, nay, the world is at risk. Between a whirlwind of IRL things, another chapter has been produced. With that in mind, I should be able to keep a once a month schedule until this is over. Speaking of which, while I do have an ending in mind, I don't think I'm ready to write it yet, and I know there are characters people want to see get infected as well. So let me know in the comments who you'd like to see next between the following choices:
> 
> Raven  
> Winter  
> Penny  
> Kali  
> The Malachite Twins  
> Ilia
> 
> Thanks for reading!


	15. Chapter 15: Ilia's Infiltration

                The crisp breeze of the night air blew against the woman in an Atlesian uniform as she walked up to a pair of guards. The guards came to attention as she neared them, but eased a little as they saw the lone soldier was the same rank as them.

“What’s your business here, soldier?” said one of them, eyeing her attentively. After the break-in underground yesterday, General Ironwood had increased security all around Beacon, and had even begun sending troops into the city proper.

“Your shift’s over, I’ve been sent to relive you of your duty.” Replied the newcomer. The two guards looked at each other, before turning to look back at the new girl. “Are you new, soldier? Where’s your partner?” asked one of the guards. The girl looked at him with an air of nervousness around her “Oh, y-yes. I-I just got out of the Academy, an-and was assigned here.” She said, fumbling with her words a bit. “M-my partner’s in the bathroom right now, bb-but he told me to come r-relive you guys.”  The other soldier relaxed a bit, turning to his compatriot “It was probably Donnie, you know how his bladder’s been.” “Yeah” said the other one, looking at the girl “Just be careful kid. There have been break-ins the last few days, and the General’s been on edge since.” The girl watched as the pair walked away, turning to them as she eyed them “I-I will, tt-thank you” she said, before muttering under her breath “ _Idiots_.”

                It had been remarkably easy to convince the two guards to leave, more so than stealing a guard’s uniform and locking the dope in a cupboard had been. She waited for the guards to disappear from her sight before taking off the soldier’s helmet, letting her brown ponytail flow free in the breeze. Ilia Amitola looked around cautiously, before stealing into the building. Adam had sent her here to find just what was happening at Beacon; as if a virus was plaguing the school, it could be used against the rest of humanity.  But Ilia had other plans. _Blake…if you’re in here…._ She thought, walking towards the elevator hurriedly, _I’m coming…_

* * *

 

                Ilia crept through the hallways of the facility, trying to find something resembling an office. She needed to find where they were keeping Blake. After that, they get out of here, go back to Menagerie, and find some way of curing whatever she had. She stopped as she heard a door opening nearby, throwing herself in a nearby alcove. A woman in a white lab coat came through the doorway, a clipboard in hand and a grin on her face. ‘Finally” the woman said, a mixture of pride and exasperation in her voice “after weeks of nothing, I’ve got something”. The woman bustled along the corridor, away from where Ilia was hiding. The faunus thought about sneaking into the room the woman had just left, but if this scientist did indeed have something, it might help her find Blake.

She trailed the woman, occasionally dodging the errant soldier patrolling the halls.  The woman was not exactly the stealthiest or the most inconspicuous of people, so it was no problem trailing her to an ornate looking door. The woman entered the room, and after she checked around to see no soldiers were nearby, Ilia pressed her ear to the doorframe.

“You have news Peach?” came a man’s voice. Ilia thought she recognized it as Beacon’s headmaster, which was confirmed as the woman spoke. “Yes, Ozpin” came a woman’s voice, ostensibly Peach “I believe I’ve made a breakthrough on Miss Belladonna’s particular predicament.” Ilia eyes widened in shock and delight! _So Blake **is** here,_ she though, inching closer to the door. “I’ve managed to create a serum that, while not curing her entirely, should counteract the additional effects of her unique condition.” The room went quiet for a moment, as Ilia waited with bated breath for more information. “Very well Professor, I grant you permission to do run your procedure. If this works, I would advise moving Blake after you’ve ascertained she is no longer a larger threat.” “Thank you Ozpin” the woman said, before Ilia heard steps heading towards the door. Ilia quickly backed away from the door, standing in the hallway as Professor Peach came out of the door.

“You there” the professor called out to Ilia “I need a security detachment to come with me to Holding Block B.” Ilia blinked for a moment, before coming to a salute “Y-yes mam!” she followed Professor Peach, faking a call for extra security to head to Block B, while internally grinning ear to ear. She couldn’t believe her luck; this woman was not only taking her to Blake, but potentially curing her as well. _Hang on Blake_ Ilia thought, _I’m on my way._

* * *

They reached the holding center, with Professor Peach heading into the room while Ilia stood guard. She thought of her escape plan, the only sound around her being the hum of florescent lights. By now she had seen enough of the facility to know how to get back to the elevator from here. Once this human was finished with Blake, she’d be able to take her to the exit. They’d have to dodge a few guards, but it was nothing the two of them couldn’t handle. A moan from behind the door broke the relative silence, making Ilia jolt from her concentration. _Was that Blake?_ She wondered, as another moan came from the room. The faunus pressed her ear to the door, listening to the sounds of somebody panting, as if they had just come down from a serious orgasm. She heard the voice of Professor Peach through the door, but couldn’t make out what she was saying (something about the lack of blue). She heard the sounds of footsteps approaching the door, and in that moment, Ilia knew what she had to do.

As Peach opened the door, Ilia’s hand was already on her whip. The weapon lashed out, constricting around the Porfessor’s neck before sending out an electrical shock. Peach let out a small cry as she crumpled to the ground, Ilia quickly pulling the unconscious woman into the room and locking the door behind them.  She retracted her whip, before turning around to behold a sight that made her heart all but stop. Before her, bound on a lab table was Blake, and while her eyelids were closed; the long black hair, the paleness of her skin, even the cat ears, were all as Ilia remembered. But her boobs…. Ilia stared at the pair; each having easily doubled in size since the last time the lizard faunus had seen them.  She felt her mouth water as she continued to stare at her friend’s naked body, hands trembling as she walked forward. She knew she was supposed to be here helping free Blake, but seeing the woman she pined for like this, Ilia couldn’t help but gaze lustfully at those massive mammeries. She brought a quivering hand to a teat, and could feel her fingers sink into the warm, soft, flesh. What she did not expect was for Blake to moan in pleasure, and she certainly did not expect a stream of white liquid to spurt from Blake’s dark nipple, coating Ilia’s face in the cream.

She sputtered from the unexpected liquid, wiping it from her face. _Milk!?_ Ilia wondered, as she brought her liquid laced hands up. She gave it an investigative lick with her long tongue, and felt herself swoon with a taste that made her entire body tingle with ecstasy. Blake’s head rolled, eyelids fluttering as she started to become aware of the other person in the room. “I-Ilia?” she stammered, still coming down from whatever Peach had put her through “Wh-what are you?” “Shhhh, it’s alright Blake…” Ilia responded, trying to pry open Blake’s bindings “I’ll get you out of here.” But the faunus was unable to free her friend, and only managed to jostle Blake. Blake let out a moan as milk once again poured from her tits, coating parts of hers and Ilia’s body in creamy white liquid. “Ilia…” Blake moaned, her eyes going cross from the pleasure emanating from her tits “They’re so full…please…” Ilia stared at Blake, her mouth agape as she felt her chest get tight. Was Blake actually suggesting Ilia do what she thought she was suggesting? The kinds of things Ilia would dream about in her raunchiest fantasies? Her entire bodied shivered from a mixture of apprehension and arousal, but in the end, arousal won out.

“It’s alright Blake…” Ilia said, moving her hands from Blake’s bindings to Blake’s breasts “I’ll take care of you.” She began to rub her hands up and down the large orbs of flesh, eyes glazing over in lust as the cat faunus’s body sook in sheer bliss. Milk poured from her dark nipples, coating the two faunus’s upper bodies as Ilia leaned forward, planting her lips on Blake’s mouth to bring her into a deep kiss. Their tongues intertwined as Ilia struggled to pull her pants off quick enough, her pussy soaking as she mounted her friend.  Placing her cunt right onto Blake’s knee, Ilia began to grind her knee against Blake own pussy, their juices coating their legs as the pair moaned in ecstasy. Through half lidded eyes, Ilia saw Blake’s bouncing breasts, milk spurting with each breath the cat faunus took. This gave Ilia a most wicked idea; the lizard faunus extending her long tongue to wrap around Blake’s dark nipple.  She felt her partner writhe in pleasure, and tasted more of that delicious milk, her taste buds exploding with the rich creamy flavor. She leaned in closer, wrapping her lips around Blake’s boob, and causing her partner to cry even louder. She body continued to grind against Blake, her body sweating and mind becoming hazy as she felt her orgasm approaching.  She bounced her leg that was grinding up against Blake’s clit, listening to Blake’s cries to find the cat faunus was also on the verge of climaxing. That threshold was soon crossed though, as both girls let out a loud scream of sexual satisfaction as they rode the most powerful orgasms of their lives. Milk burst from Blake’s boobs like a firehose, rocketing into Ilia’s stomach as the lizard faunus’s vision went white in ecstasy, her eyes crossed in euphoric aheago. Waves of pleasure rocked each girl as they continued to cum, the table soaked in cum and milk as their orgasm finally came to a close; Ilia bringing her arms around Blake, giving her another deep, sensual, kiss.

“I need two containment units to Holding Block B, ASAP.”

The order shot through the post coital cloud of Ilia’s mind, alerting her that they were no longer alone. She turned to see Professor Peach, trembling slightly as she recovered from Ilia’s shock, standing over a console. Ilia spun off the table, hoping to find herself in a fighting stance as she had done so many times before. But her balance was off; the faunus stumbling for a moment before falling to the ground. As she hit the ground, Ilia realized why her balance was off. Her breasts had grown since entering the chamber, a small slit in her top had opened up from the strain of her tits against the fabric. Ilia stared in horror at her ballooning bust, the tear getting bigger thread by thread as her boobs continued to grow.

“What did you do to me?!” Ilia screamed at Peach, her voice full of rage as she tried to focus on the anger, and not the growing arousal coming from her tits. “What I did?” She said incredulously “You were the one who came in here and drank contaminated milk. You brought this on yourself.” The door opened, and no less than a dozen Atleasian guards came into the room, along with several bindings. Ilia tried to back away from the guards, but the guards surrounded her and Blake, easily capturing the still woozy cat faunus. Ilia felt her shirt splitting faster as the guards bound her to a small one person carrying compartment, and could even feel cold liquid start to emanate from her tits as the soldiers closed the case around her.

                The two faunus were hurried through the facility to a set of large doors, and the sight inside made Ilia’s breath catch in her throat. Dozens of women were chained to the walls, hooked up to what appeared to be a large milking machine. All of their breasts were engorged with milk, and their faces were awash with lust and pleasure. Ilia closed her eyes, trying in vain not to think about what was to befall her, even as her shirt finally gave way, her now basketball sized breasts bursting free with a bounce a squirt of milk. The soldiers opened her capsule, roughly grabbing her and sticking her to an open spot on the wall. “Let me go!” screamed Ilia, attempting to throw of her jailers. But it was no use; the soldiers bound her into position, while a second group did to same to Blake. Her eyes went wide as she saw a pair of tubes, each adorned with a cup, slithering out from the large communal machine towards her. She struggled against the bindings in desperation “No! NOO! NOOOAAAAAWWWWWW!” Her screams turned to moans of pleasure as the machine began to pump her tits dry. Milked poured through the tubes as she came; once, twice, over and over, her face contorted in pure pleasure as she felt another tube enter her dripping cunt. Her long tongue lolled out of her open moaning mouth, any thought of escape, of vengeance, or even the cat faunus getting the same treatment next to her, was blown from her mind, as she joined the ever growing chorus of the infected.

**Notes for the Chapter:**

> Ok, it's taken nearly an additional month, but here it is, the next chapter of A Growing Problem, featuring Ilia! I apologize that this chapter took so long, but several things diverted my attention from this. Chief of which was a job application for a dream job which involved some focus and dedication. I haven't heard back yet since an interview, but I'm feeling hopeful about my chances.
> 
> The second is I've been working with someone on the side to create a new story. It's quite different from my usual writing, and I've gotten the go ahead to share what we've been working on with y'all. 
> 
> You can expect this new project to come in August as I work on the next chapter. It seems like we'll be looking at either Penny or Raven next, so keep me posted on what/who you'd like to see soon. Thanks for understanding my tardiness, and keep on reading for more smutty goodness


End file.
